My Brave Pony: Starfleet Magic II
by Dakari-King Mykan
Summary: NOTHING TO DO WITH STAR TREK: The evil Queen Chrysalis has returned, and just as before, plans to conquer United Equestria to have permanent love energy to feed her life force, but the Star Fleet Unicorns, and the Friendship ponies now all band together to ensure that does not happen, while at the same time maintaining friendship and peace throughout their new homeworld.
1. Prolouge: Return of the Changelings

**PROLOUGE**

_The magical world of United Equestria stands majestically where the worlds of Equestria, and Unicornicopia once stood after the great wars against the evil Titan and his diabolical demons. Now all the creatures live together in their new home, where peace and justice reign throughout the dimensional universe, and thanks to the brave legions of the Star Fleet warriors and their allies, the Friendship Force, the streets of their world are being purged of all signs of evil and injustice…_

_…Every evil except one!_

_…Chrysalis!_

_…_

The evil queen of the Changelings had shown herself again, after being banished from Equestria by Twilight and her friends during the wedding of Princess Cadence and Shining Armor, Chrysalis fled to another dimensional planet so as never to get captured, and avoid the destruction of Equestria.

Now back in United Equestria after Titan's ultimate defeat and the new era of peace and love, she planned to continue her conquest to rule the world and absorb all the love energy she could to sustain her now, fading life force. If she died, then all her Changelings would die too.

Luckily, while she was away she had mastered new powers, and was now stronger than before, but for now, she was surrounded in her hideout, in a cavern, in the outskirts of New Ponyville, surrounded by the royal guards, and the members of Star Fleet.

Captain Shining Armor was there too, along with his wife, Candence, and Twilight and her friends who were helping to keep all the ponies and other creatures clear. "How does it look?" Twilight asked.

"We've got her surrounded." said Shining "She won't escape this time!"

…

Inside the cavern, Chrysalis, gazed at the fools outside through the green flames she conjured to show her images of many things, and snickered wickedly. Then she waltzed over towards the center of the cave where she had a lot of ponies she had kidnapped tied up. "Don't be frightened." she hissed "I merely wish to make use of the love you possesses within you."

The ponies fussed and struggled to break free, knowing that if their love energy was drained they would be severely weakened, or possibly even killed, but Chrysalis was interrupted when she heard a noise behind her, and she turned round to see none other than Captain Lightning Dawn, Code number: AO0C on the front of his armor near the new United Equestria insignia- Grand Ruler Celesto's apprentice and leader of the main Star Fleet legion of United Equestria, and next to him was his mare-friend, Starla Shine, Code Number: KY1M.

They both stood tall and proud, in their battle-forms, standing upright on their hind legs like humanoids, with their battle armor, magic gloves and his mask over their eyes. "In the name of Star Fleet, we place you under arrest." said Lightning

Chrysalis knew all about Star Fleet, and the fact that Lightning, although Captain of the main legion, was still incapable of using ordinary magic. She glared at him angrily and hissed "You don't know what you're up against!"

"You don't know what you're up against Chrysalis!" protested Starla, and then they all engaged in a big fight, and despite that Chrysalis wasn't able to stand upright on her hind legs as easily, she was just as powerful a fighter as she was before. "Take this…!" she snarled and she fired a ray of magic from her horn hitting Lightning hard and sending him crashing into the wall of the cave, this made Starla angry. **_"STAR SHOWER…!"_** she shouted, sending a swarm of star magic at the evil Queen.

"You'll pay for that!" growled Chrysalis as her body began to flare up in green flames, indicating she was charging herself up for a powerful blast. "Starla!" cried Lightning. He had to think fast, and didn't dare use the uniforce or it would possibly bring the whole cave down on their heads and hurt the prisoners, but surprisingly, Chrysalis didn't fire a large beam of energy, but rather a small one at the ground creating a dust cloud covering her and Starla which blinded Lightning, and when the dust had settled, she was gone.

…

Outside, everyone saw the cloud of dust coming from the entrance of the cave, and saw Starla emerge from the dust looking all beat up. "Starla!" cried Twilight as she ran over to help her friend. "Are you okay…?"

Starla could hardly answer, as she looked that weak. Just then, however, Lightning came out of the cave with all the freed ponies, and Starla was with him. "Huh…?" cried Twilight. That's when the other Starla kicked her hard in leg knocking her down, and revealing she was Chrysalis in disguise. "Sorry! Better luck next time." she said before she took off into the skies and was gone. She had gotten away once again, but at least the ponies were safe and could be returned to their families.

Twilight felt silly for falling for Chrysalis' old disguise trick again and blamed herself for letting her escape. "It's not your fault, Twilight." Lightning said "The important thing is everyone is safe, and I know Queen Celestia and Grand Ruler Celesto will be very proud of you for all your help."

Twilight smiled, and was glad to be allowed to help out, but she did hope that they would one day capture Chrysalis soon before she and her Changelings did something really bad.

**_MY BRAVE PONY  
_****_(Star Fleet Magic II)_**


	2. Squabbling Siblings

**EPISODE ONE**

Months had passed since Chrysalis had reappeared and had ever since been sending her changelings to United Equestria in numerous attempts to eliminate their enemies and conquer the kingdom… only to be thwarted every time, resulting in her changelings being captured and imprisoned. This in turn was diminishing her army, but Chrysalis was not one to give up.

…

Knowing the changelings were out there, all of United Equestria was under heavy guard and constant surveillance. Lightning and his friends had captured an imprisoned a great number of the changelings already and sent them to the royal palace in New Canterlot where the Queen and Grand Ruler would send them to the prison caverns under the where they would be detained in a cryogenic hold until it could be decided what to do with them.

After all, the Changelings depended on love energy to feed their life-forces or they would perish, which made their actions understandable, but not in any sense right! Until an alternative method for them could be found, it was best to detain them to prevent them from causing any more harm to the kingdom.

Nevertheless, life went on…

United Equestria was a lovely kingdom, and well protected by the royal guards, the wonder bolts, and Star Fleet.

Twilight and friends, who now called themselves "Friendship Force", were sort of like teammates always ready to help out during battle and help maintain the peace, and they had become good friends with the winged unicorns and were very glad to be living with them, as they were likewise.

However, there were still few creatures that didn't approve of all these changes or Star Fleet's actions…

Especially one Ex-Wonderbolt member…

His name was Ace Ray, a blue Pegasus, who had recently been dismissed from the Wonderbolts for constant preaching to the crown and to Star Fleet… and poor showing of conduct to others. Now or days all he ever did was sit around at home, complaining while stuffing his face with food and annoying his younger sister, Skye. She was staring at her brother grimly, because of his constant eating he had lost his strong shape and was looking a little pudgy.

"What are you looking at?" he growled at her.

"Do you always have to be so nasty and eat so much?" she asked for the umpteenth time. "Oh, we're not going to go through that again, are we?" growled Ace "I don't have much to do with myself anymore since I was kicked out of the Wonderbolts."

"Have you ever thought of getting another job?" asked Skye.

"Hey…! Don't change the subject!" protested Ace "I've always been a good Wonderbolt, and protected the kingdom when it was just fine before. Now, thanks to our stupid Star Fleet overlords, I've been kicked out!"

Skye really didn't like it the way her brother bad-mouthed Star Fleet. It was no wonder he was thrown out, because even she knew better than to insult or preach badly towards royal soldiers. "You got exactly what you deserved." she nagged "You should've showed more appreciation and respect towards our friends."

"Appreciation?" snapped Ace "I should appreciate the ridiculous Star Fleet mentality that brought us to this…?" This was another one of his constant complaints- blaming Star Fleet that Equestria was destroyed and had to be rebuilt into what it was now, and also the fact that they destroyed many of the monsters they fought, making them no better than the monsters themselves.

Skye still spoke in defense. "Star Fleet didn't do any of this. The planet was attacked and they came to try and save us- which they did! If it hadn't been for them coming to help us, I wouldn't be alive right now, and for that matter… neither would you!"

Ace was growing fed up with hearing his sister nag at him about this. "Anyone would think you've fallen in love with Star Fleet!"

Skye hated what her brother had become. She used to look up to him. He was her hero, and she actually dreamed of being just like him, but now... "Whatever you think about Star Fleet, there are very fine creatures in it, and there are far better than you are right now."

"What's that supposed to me…?" Ace demanded to know, and finally Skye lost patience. "It means that there are real creatures that are helping to protect us, while all you can do is stuff your face, insult everyone and feel sorry for yourself! I don't know who you are anymore."

Ace looked almost ready to fight his own sister, but she ran out of the house in tears. "Skye…!" he called out to her.

…

Skye had retreated to a bench in the park of and was softly crying into her hooves. It just wasn't fair the way her brother was acting. The Wonderbolts and Star Fleet had always gotten along well with one another. She looked over head and saw one Star Fleet warrior and a Wonderbolt pass by each other while on patrol and they saluted to one another. Skye sighed sadly.

Twilight and Spike were coming along dragging a wagon of books behind them for the library when they saw her. "I've seen happier faces in a frowning contest." Spike said.

Twilight had a feeling she knew what was wrong. It was no secret that Skye and Ace were having disputes… sometimes everyone within a ten mile radius could hear them fighting. "Skye…?" asked Twilight "Are you alright…? Oh, what am I saying…? Of course you aren't."

"It's okay…" Skye said "Ace is just grumpier than usual."

Twilight and Spike hated to see Skye all torn up like this. "You're brother's just going through a hard time." Twilight said "He'll come round eventually."

Skye hoped so. She was starting to feel maybe she'd be better off without her brother if he kept up with his crummy attitude.

…

Lightning was at Twilight's library taking more time to catch up on his studies. His friend and sidekick, Krystalline, the queen of fairies was with him, taking her young son, Prince Twink, who was no more than three, on a library trip, and Rainbow Dash was there reading books about battle and warfare to help brush her up on her new fighting skills for whenever she decided to join either the royal guard, Wonderbolts, or even Star Fleet…

Twilight and Spike, along with Ligthning, Krysta, and Rainbow Dash, talked about Skye. Spike wished there was some sort of magic that would get Ace to quit being such a sorehead. "Spike, you know as well as we do that it's not right to force others to think like others." Twilight said "Not even with magic."

"Besides…" Lightning said "Everyone's entitled to their own opinion. It doesn't matter what Ace may say or think about Star Fleet or anyone else. He has to work on his own problems himself." Twilight's cuckoo-clock chimed. "Speaking of work…" Lightning said "…I have to go do my rounds and see if anyone needs minor help as town helper. If you'll excuse me…"

Rainbow looked up from her book, "But I thought you were a captain…" she said.

"I am…" replied Lightning "But captains have less freedom than anybody, and they don't have any fun either." He joked. Then he left and Krysta and Twink decided to head home to their world, The Valley of Fairies, on another dimensional planet. With a few books they wanted to borrow. "What do we say now…?" Krysta asked Twink.

"Thank you Ms. Twilight Sparkle!"

"You're very welcome, Twink." Twilight said "You enjoy the book and bring it back when you're done."

Twink smiled and then left with his mother through a small portal. Rainbow liked seeing all the happiness going around, but it only made her feel worse for Skye. "I think I'll go check on her. See ya…!"

Spike and Twilight felt that Rainbow was going to do more than just check on Skye. "She's got that look in her eyes." Spike said to Twilight. Twilight nodded in agreement.

…

Skye had been walking around casually to help take her mind off of things with her brother, and it helped a great deal, and she was starting to smile again, especially when Rainbow flew down from the skies and surprised her. The girls chatted for a while as they walked along, and Rainbow told her friend that she could always come to her in times of great need.

"Thanks, Rainbow…" Skye said "But the terrible thing is… well, Ace is still my brother, and he's done and said a lot of horrible things since he was kicked off the Wonderbolts."

Rainbow wasn't too sure how that really made her feel, but she knew she'd be in a bad mood if she were kicked off of any force, but she would never take it out on her friends. "Or would I…?" she wondered. "But Skye… he is your brother, and deep down, you'll always love him right?"

Skye couldn't deny that. Whatever her brother was now, he was always there for her in the past when Equestria still stood before being destroyed by. He always used to play with her, cheer her up… and many of the things a big brother did.

"Deep down, I'm sure he still cares about you." Rainbow said.

Skye knew Rainbow was right "I guess I will always love my brother…"

_"That's exactly what I wanted to hear…!" _hissed a voice, and up from the ground emerged a changeling. The girls gasped and Skye hide behind Rainbow. "You have love for your brother, still… perfect for my queen, Chrysalis."

"You stay away from her!" growled Rainbow "Don't you put one hoof on her or I'll…"

"You'll what…?" the changeling sneered. Then he quickly leapt over in attempt to blast the girls, but Rainbow kicked him away. The changeling angrily got up, "That was a big mistake…!" he growled. Rainbow stood glaring at him angrily and stomping her hoof in a threatening manner.

The changeling didn't seem to care so much now whether he captured Skye or not. Rainbow was exhibiting love for a friend, which was equally as good as what he came for. "You'll do just as nicely." And he lunged into battle, and Rainbow jumped at him too, remembering what she had studied in the Wonderbolts many books about quick hoof-work she and the changeling had it out hard.

Rainbow did her best to keep Skye safe but also avoid losing her own love energy as well. At first she did pretty well, but the changeling soon revealed he had been holding back while Rainbow tired herself out. Soon the fight began to tip and Rainbow got hit several times and fell flat on her stomach. Skye was freaking out of her mind and shouted out for help!

The changeling gazed at her. "No one can help you now, my little filly!" he hissed "But don't worry… the energy you and your friend exhibit will be added to Chrysalis' life-force. You'll have the honor of being among art of many to help us take over United Equestria."

His horn began glowing, and so did his hoof as he moved closer and closer ready to absorb her energy… when she was suddenly knocked out of the way by her brother, who had heard her scream from help. "Ace…!"

"You leave my sister alone, you parasite!" he panted. He seemed to be very out of breath after his last action due to him being out of shape. This only amused the changeling "How noble…! The big brother coming to the aid of his kin- You are brave, but foolish as well."

Ace charged for the changeling in attempt to battle him on his own, but again, due to him being out of shape, he couldn't run like he used to, or fly. The changeling would have seriously hurt him had Rainbow not quickly leapt in his way to take the hit herself. "That… really hurt!" she grumbled.

Ace couldn't believe she just did that, knowing that he hadn't exactly been nice to Rainbow either for her showing respects towards Star Fleet,

The changeling was about to capture all three of them, when suddenly the changeling got blasted at from beside it. Lightning stood there with Starla by his side. "Star Fleet…!" Lightning called out "…you're under arrest!"

The changeling roared angrily and dashed over to fight them, two against one. Despite having taken a few beating from Rainbow Dash and Ace, he still fought well, but in the end, Lightning and Starla gained the upper hand as the changeling charged towards them, Starla got out her bow and fired her **_"STARLIGHT ARROW…!" _**right at him, one after another. Sparks and small explosions emitted from the changeling as he got hit.

Rainbow got up and attacked one last time with a little of her rainbow magic… even a small sonic rainbow boom. Now everything was ready for the final move, Lightning still didn't dare use the uniforce, or it would most likely destroy the changeling. Instead… he had a new weapon that was developed by his good friend, Brain: GU6I…

…

_"This invention of mine shall, not doubt, be of great assistance to you and your friends on your missions. Simply aim at the target, and fire, and… eh… er… that is all there is to it."_

_…_

The weapon would magically appear whenever Lightning touched the insignia-marking on his armor. Lightning did so, and in his gloves materialized a powerful blaster, powered with a combination of magic and Brain's new shrinking-formula.

"Target acquired…!" said Lightning as he got a good look at the changeling, and charged up his weapon. "Ready… FIRE…!" and he launched a giant magical ball of energy right at the changeling, hitting him really hard in a powerful blast.

The changeling fell forward and his body went up in a big explosion, however, the changeling had not been destroyed- the explosion was merely a magical wave that shrunk the changeling down to size and imprisoned him inside a sphere of blue magical liquid.

Rainbow leapt for joy. "We did it!" she cried. She and Skye jumped and cheered happily. Starla and Lightning hugged each other with pride. "Great job…!" Lightning said "Likewise." His mare-friend replied. Then she proceeded to pick up the sphere with the changeling trapped in it and placed it inside a small clear box. "As for you… you're under arrest!"

They then changed back into their regular forms- regular average armor, boots on their hind legs, no masks over their eyes. Lightning wore simple pants and Starla word a simple skirt. With the changeling now captured they would transfer it to New Canterlot palace to be placed in the prison caverns where he would be put in complete cryogenic-detainment.

Skye thanked the others for saving her and her brother, but Ace was still being a grouchy grump and making up poor and inaccurate excuses to badmouth the others. "You creatures could've hurt someone else!" he snarled "You just leapt into battle with complete disregard for our safety; you recklessly attacked the changeling…!"

Starla got his face "We did things to the best of our abilities. If you have some sort of complaint about the way we handled the situation or helped to save you and your sister, then file a report!"

Ace almost looked ready to do something he'd regret, but knowing the kind of trouble he'd get in for assaulting a Star Fleet warrior. Lightning gentility placed his hoof on Starla's back urging her to calm down too. Rainbow was very annoyed with Ace, but she at least commended him for coming to Skye's rescue. "See what I mean…" she said to Skye "He does still care about you."

Skye blinked once and her brother answered "Of course I do, and I always will… but don't think this means I'm going to give a little thought into any appreciation of any of you Star Fleet guys!" then he walked off gruffly. Skye was disappointed, but happy to know that at least her brother still had care for her.

Rainbow, Lightning and Starla all put their names down on their friendship and battle report…

…

_Dear Queen Celestia and Grand Ruler Celesto…_

_We all know that even family members can be considered friends, and that sometimes there are rifts between them, especially with siblings. How siblings can feel towards one another is a very complicated thing. Deep down… they will always love one another, but often forget that they do love one another. Despite all the horrible things Ace kept saying, and all the mean ways he treated Skye, he showed and admitted that he still cared._

_Maybe some people, though rough and tough on the outside, really still have a little bit of care and love on the inside._

_…_

Somewhere in the depths of dimensional space, there was a dark and sinister looking dimensional planet. It was called Shadeos, the base planet of Chrysalis and her army of changelings. It used to be a blissful planet inhabited by another race of peaceful creatures that were forced to flee when Chrysalis and her army arrived and absorbed all the love they could take to feed their life force. Now the whole planet was a shadowy nightmare covered in shadows and darkness.

Queen Chrysalis had just received word from her guards that another one of her soldiers had been captured, and he, like all the rest, failed to gather too much love energy, and Chrysalis was losing her patience. "My life force is dwindling." she said to her captain of the guards "I want results and I want them fast!"

The Captain bowed to his queen and again explained that it was perhaps time to launch a new method of attack against United Equestria. "You see, my queen… sending our soldiers to gather energy from those who exhibit vast levels of love is far too easy for our enemies to detect. However, suppose we were to approach this in a new way…?"

Using his magic he demonstrated to Chrysalis how she once took on the form of Candence at the royal wedding. "Go on…" Chrysalis said. The captain continued to show her a new way to use their powers to gather more energy, and their enemies would not so easily discover it.

Chrysalis liked the idea very much. "I am impressed…" she said "I can hardly wait to see it action. Begin preparations immediately, captain… and keep in mind of what's at stake here! I want all the love you can find and nothing less. My life force depends on it, and so does yours. Remember… if I perish, then so do all of you. Understand…?"

The captain bowed "We shall not fail you, my queen. United Equestria shall be yours before you know it."

"It had better!" hissed Chrysalis


	3. Hocus Pocus Alamigocus

**EPISODE TWO**

One evening, a purple winged unicorn was sitting at home. This was Lightning's friend Abra Kadabra. Code Number: CQ2E was printed on the front of his new tuxedo. On Unicornicopia he was a world-class magician, and in United-Equestria he was still just that. Well renowned for his astonishing feats of magic and arts, but also for his kindness and generosity, not to mention very gentlemanly attitude.

He had just returned from giving another stupendous performance, and was practicing new types of magic to help him improve on his acts, and give the crowds new things to gander at. He even borrowed a few books from Twilight to study extra forms of magic not found in his books.

He was now attempting to cast a few spells on simple clothing. Like his own top-hat he made it fly, made it change color… typical magical things.

Next he searched through an old trunk filled with old costumes that used to belong to his parents who were great actors. Reaching through the trunk he pulled out simple black mask his father had once worn in a stage performance. "Hmm…!" thought Abra as he looked through his book and found a section of spells that would in theory bring objects to life. "Now what do you suppose would happen….?"

He gazed at the mask, and picked up his wand, waving it over the mask just as the book told him, he recited a magical phrase…

"Hocus… Pocuss…  
Alimagocus…!"

A small wave of sparkling magic settled onto the mask, and it began to hover in midair all by itself. "Ahh… success!" cried Abra, but as he tried to reach for the mask it moved away from him. "I say… come back here this instant!" Abra sneered as he chased that pesky mask all around his house, eventually letting it slip out an open window. "Oh, my!" groaned Abra as he dashed out of his house in pursuit of the mask.

While at the same time, at the train-station, mover ponies were transferring a special package onto a train bound for New Canterlot, but the wooden crate was looking badly beat up and not fit for the trip. "We got any others…?" one of the movers asked. His partner checked in back and got a much better crate, and carefully unloaded the other crate…

It turned out that the crate contained a life-sized solid-gold statue of a male winged unicorn, about the same height and size of Princess Cadence. He stood upright on his hind legs with his wings out. His front hooves even looked like he had magic gloves one. His right front limb was at his side, and the left one was moulded so he had his glove over his chest.

This statute had been specially made, by request, and was ordered to the palace by the royal alicorns to help decorate a room with other statutes they had ordered and collected.

As the movers got the new crate ready, they didn't notice a mask come flying over their heads and landing on the statue's face, covering his eyes. The statue glowed softly for an instant, and his eyes opened, and he blinked twice. The gold he was made also seemed to be faded in color and he slowly turned his head to the right, and then to the left and changed the position of his front limbs. So now the right limb was to his chest and the left was to his side.

The movers came back and were ready to lift him when they noticed "That's funny? Wasn't he looking straight ahead?"

"And weren't his limbs the other way before?"

They just brushed it all off and assumed they had been working too hard. Then, using their magic, they loaded the statue into the crate and loaded it onto he train just as it was ready to leave.

Abra, who had been in pursuit of his runaway mask, saw everything but was unable to stop the train for he had arrived late and that was the last train of the day, but when he found out that crate was headed for New Canterlot; he decided to hitch a train there the next day. He just hoped that his mask hadn't caused any sort of trouble with the spell still cast on it. "Where were you, Abra Kadabra? Where was your mind?" he kept saying to himself.

…

The following evening…

Twilight and all her friends, along with several of the Star Fleet Fighters were heading through New Ponyville…

The winged unicorns were…

Buddy Rose- a red winged unicorn and a very fine gardener in his normal life. He lived on New Sweet Apple Acres in his own house and worked as hired help for Applejack and her family. His code number: FT5H

Artie- an orange winged unicorn who, outside of the battle field, was a fine artist, painter, and sculptor. His Code: HV7J

Rhymey- A yellow unicorn who, when not in battle, loved writing poetry and songs, and he spoke constantly in rhyme. His number even rhymed with the end of his name- XL7Z

And the Spanish twins: Dyno and Myte: Mining engineers and construction workers who had a fine knowledge of explosives and work tools. Codes: IW8K and JX9L.

All of them were heading for Lightning's house for a special meeting. Lightning Starla and Krysta were already there. Twilight knocked at the door, and Lightning peaked through the eyeholes. "Password…?" he said.

"Flat Trees…" Twilight said- an anagram of the words _"Star Fleet."_ Lightning let them in.

Lightning's house wasn't too different than his old one was in Unicornicopia… only now there was a much wider space in the center of the living room. Just perfect for what was about to happen. "Are we all here…?" asked Lightning.

Everyone nodded and then Lightning motioned to Krysta, "Do it…!"

Krysta and using her magic, she created a simple portal gateway appeared. The gang had all been summoned to New Canterlot palace by order of the royal alicorns, and using the portal gateway would get them there much quicker than taking a long flight or train-ride. _United Equestria was much larger than Unicornicopia was, or even Equestria itself before it was destroyed._

"Let's go!" Lightning said as everyone jumped through the portal…

…and emerged in the main foyer at the royal palace in New Canterlot. "How does my mane look?" Rarity asked for the umpteenth time. "Oh, my hooves… I should've had them done. I even should've worn a dress."

"Rarity, calm down!" said Starla "It's just a quick meeting, not a grand gathering."

Rarity simply scoffed "A true lady can never look too elegant and prestigious for anything at any time or place."

Being a Star Fleet fighter, Starla was not one to care much for her looks.

They were all shown the way to the throne room where Queen Celestia and her husband, Grand Ruler Celesto, the tri-horned alicorn, sat in waiting.

Everyone bowed to their rulers. _"Good evening, your majesties."_ They all said. The royal ones bowed back to their subjects, and just then, two familiar ponies came in- Twilight's brother, Captain Shining Armor and his wife Princess Cadence returning from their checking in the prison-caverns below the palace.

"Twili…!"

"Shining!" cried Twilight as she dashed over and snuggled with her brother. Then she proceeded to snuggle with Candence, and they performed their little happy-cheer…

_"Sunshine, Sunshine! Ladybugs awake  
__Clap your hooves and do a little shake"_

The girls giggled and smiled at one another, but Celestia cleared her throat capturing their attention. "Sorry!" Twilight said. "I understand…" Celestia said "But we have important matters to discuss."

"Yes…" added Grand Ruler, "I trust you are all aware of our current status in the war against the changelings?"

Lightning nodded, "During these past few days, we noticed that Chrysalis' hasn't been sending as many of her soldiers."

Rainbow confirmed this because she had a few friends who knew the Wonderbolts tell her that even they hadn't seen too much while out on patrol.

"That's very good news." Fluttershy said happily "It means the kingdom will be free again."

"Uh… Fluttershy…?" Twilight tried to cut in, but some of her friends already believed that victory was assured. Pinkie Pie couldn't stop leaping about and cheering for joy. "We should have a party to celebrate." And she blew into a noise maker and threw confetti everywhere. Applejack calmed her down. "Whoa there, Pinkie…! Don't be getting' your party game on just yet." she said

Pinkie giggled and settled down, but none of the others seemed amused, and Twilight asked if they were really winning the battle. Celestia shook her head "We have already captured a great number of the changelings." She said. Then used her magic to show them all images of the prison-caverns…

All the changelings that had been captured were still shrunken in size, kept on the spheres of blue liquid and in-cased in the clear boxes. These boxes were seen placed on shelves that were built along the walls of the cavern were powerful magic was used to suspend the changeling in animation. Shining Armor and Cadence made constant checks in the caverns as part of their routines. Cadence even used a little of her love magic to keep the changelings nourished, even though they were frozen.

_"Ay' Ay' Ay'!_ There are lots of them down there." said Dyno.

"My hooves still hurt from all the battles." added Myte.

The point the royal alicorns were trying to make was that despite not many changelings were showing themselves lately, this was merely a reprieve. "By now…" Grand Ruler said "…Chrysalis is well-aware that her ordinary tactics are proving futile, and is strategizing a new method of attack. We don't know how it shall be performed, or when the attack will come, but rest assured that it will!"

Both he and Celestia decreed that Star Fleet would maintain constant patrols, and the Wonderbolts would be notified to do likewise and report any findings of abnormal activity. The Friendship force would continue with their job to maintain peace and positivity towards the populace, as well as continue to assist Star Fleet.

Everyone understood completely, and Lightning promised on everyone's behalf. "We'll do everything we can."

The royal ones nodded and bowed to their subjects who bowed back, and as the meeting broke up, the royal footmen came in to announce that a package had just arrived. "Bring it in…!" said Celestia.

Before long, the crate was brought in and opened revealing the golden statue. "Wow… it's incredible." Krysta said.

"Incredible…?" cried Rarity "It's magnificent…!"

Artie felt touched to hear those words, as he was the one who made the statue. Grand Ruler and Celestia greatly admired the work, but they were most puzzled by the statues appearance. So was Artie. The way the statue's limbs and head were incorrectly positioned and the gold seemingly off colored... "I didn't make him like this." Artie said. He remembered every step he too… carving the mould in stone so the hot melted gold would be poured into it, giving the statue its proper shape.

"What's that on his face…?" Buddy Rose asked "It looks like a mask."

Cadence moved in closer to look at it. "It… looks like it's…" she reached up with her hoof to touch the mask, but that's when the statue opened his eyes and raised his front limbs stopping her from reaching it. Everyone gasped hard and Cadence backed away from the statue. The statue's head moved again and then he stood still…

"It… it's alive!" cried Spike.

"Oh…!" groaned Rarity as she overdramatically fainted on the floor.

Fluttershy hid behind Rhymey, trembling in fear, and Rhymey wondered aloud…

"That statue moves forth and back.  
Hey! Could this be Chrysalis' attack?"

Everyone began to feel the same and Grand Ruler and Celestia were about to call the guards, when…

"Wait…!" called a voice and he appeared in a puff of smoke. _"Abra…!" _everyone cried.

"Abra Kadabra, yes…!" Arba said with pride as he tipped his hat and waved his cape. Everyone was glad to see him. "What are you doing here?" asked Shining armor "In fact… how did you get past the guards?"

Grand Ruler explained that Abra made an appointment to enter the palace upon his arrival. "Abra… please explain the purpose of your visit." Grand Ruler said.

"Oh, yes…" Abra said as put his hat back on. "I'm afraid this whole business with this statue is all my doing."

"You did this…?" Artie asked.

"Eh… that is what I said." replied Abra then he motioned at the statue, "You see, I was practicing some magic on that old mask when it got from me and landed on his face."

"So it's the mask that's making him move?" asked Pinkie

"Precisely!" answered Abra "And I have been trying to get it back since yesterday evening. So if I can just have it back, I can be on my way."

"Wait…!" asked Rainbow "If you take the mask off… what will happen to him?"

"Rainbow, don't be silly." said Twilight "It's not like he can think or feel anything."

"Twilight is right." added Abra "He's a statue, made out of gold, and he has no idea that that magic mask is making him move." He approached the statue and attempted to take the mask back, but the statue raised his limbs to stop Abra from doing so and pointed straight at the mask. This astonished everyone, for it meant that he did know about the mask.

"He's really real!" said Fluttershy.

The royal alicorns were really impressed. "Abra, this is incredible." said Celestia.

"Indeed it is your majesty." Abra agreed. Then he got an idea and luckily he had a smaller copy of one of the magic book he got the spell from. "Ah ha…!" he said "Stand back everyone. I hope this works." And waved his wand over the mask again reciting the magic chant twice…

"Hocus… Pocus…  
Alamigocus…!"

"Hocus… Pocus…  
Alamigocus…!"

The statue glowed brighter than ever and when the light had faded, his golden body now seemed as flesh as blood, and he could move about more properly now.

Everyone else was more astonished than ever. Even Twilight hadn't learned spells like that yet. Pinkie felt so excited that she almost dashed up to the unicorn eager to befriend him, but Applejack stopped her again. "Easy there now." She said "The fella just came to life. Too bad he can't talk, though."

"I'm terribly…" Abra said "But I'm afraid such a spell like that is beyond my current limitations."

Grand Ruler decided to do it. Being a child of the gods and able to create his race of winged unicorns. "This shouldn't be too difficult. I hope…" he said "Now, don't move!" he said to the unicorn. He then concentrated and his three golden horns began to glow as he recited the spell…

_"Love of learning. Love of Art…  
__Hit his head, and make him smart!"_

A small glow of light fired from his horns, but the unicorn moved out of the way in fear causing the beam to miss, and bounce off the walls floor and ceiling until it hit the unicorn's feet instead of his head.

"You missed his head and hit his shoe,  
But what is there smart feet can do?" asked Rhymey.

He got his answer as the unicorn began dancing with incredible talent. "Wow! Look at him go." said Rainbow.

"Why, he's a regular little twinkle-toes." added Rarity.

The unicorn was a very good dancer, but before things got any wilder, Abra grabbed the mask and pulled it off his face, and in a flash of light, "What happened…?" asked Starla "He's turned back into a statue."

"Well of course. Weren't you listening before?" said Abra "You all must understand… _he is_ a statue. You see he's only real when you put this magic mask on him, and say the magic words…"

He placed that mask back on and said the phrase…

"Hocus… Pocus…  
Alimagocus…!"

In a flash of light, the statue came back to life. Everyone was relieved to see he was fine. "Now, let's try again." Grand Ruler said "…And this time… don't move!"

He concentrated again, and repeated his spell, and this time hit the unicorn's head with the magic.

The unicorn's lips began to twitch followed by a few soft sounds. "I… I…?" he tried and tried "I… I… I can talk. I can talk!"

Everyone felt overjoyed as the unicorn walked around and kept saying "Hello!" to everyone. Celestia and Grand Ruler smiled at each other.

"Now, wait a moment." Grand Ruler said interrupting the joy and he spoke to the statue "Before you get carried away, there are some things you should know. First: If you ever leave the palace, the magic spell won't work, and you'll be a statute again."

This worried the unicorn "You mean I have to stay here in the palace, forever?"

"For the moment, yes…" Celestia said "… just until we can figure out how to make a stronger spell that will truly bring you to life, but it's a very complicated thing, even for royal alicorns, and it may take a very long time."

Grand Ruler nodded "So, for the while… at night you will be a statue, and during the day. We all will help to guide and take care of you, and so shall our subjects whenever they visit us."

Despite that the unicorn could think, feel, and talk, he still had a lot to learn about the real world, and there was no spell that could make him an instant genius like that. So, everyone agreed that they would all do their best to help the unicorn adjust.

To start off, they gave him a special name- Goldwin which meant _"Companion of Gold"_ and that was exactly what he was like.

"Just remember everyone…" Abra said "Don't forget those magic words that unlock the spell to bring him to life."

The Alicorns remembered the words, but all the others kept going in circles trying to remember the words, and said together…

"Hocus… Pocus…  
Alimagocus…!"

The others repeated those words, and Goldwin began to feel a song coming on. He danced gracefully round the room singing about the magic words so no one would forget them. The others all joined him.

The song ended, and everyone cheered in joy. The royal alicorns thought it best to skip on the friendship report as it was all just witnessed before everyone's eyes.

As well as brining someone to life… but promising to help and guide him was one of the most wonderful treasures about friendship there was, and as for Goldwin, despite his having to remain in the palace until something could be done about it, he couldn't help but smile and say "I think I'm going to like it here."


	4. Teacher Trouble

**EPISODE THREE**

One morning… Lightning and Twilight wrote a regular letter to the palace, and Grand Ruler and the Queen answered immediately when Spike belched out the letter.

The letter said that everything was fine in New Canterlot, and Goldwin was really coming along nice in his studies about the world. He would spend a lot of time in the royal library, and seemed to be a fast learner. Candence often helped him like a teacher and was pleased to help him a lot when she wasn't performing her duties in the prison-caverns.

"That's Candence for you." Twilight said "The best foal-sitter I ever had."

"Don't you mean _babysitter?"_ Lightning asked.

"Oh, sorry…" Twilight said. She was still getting used to her new speech adjustment.

It was _somebody_… not _some-pony_, and all the basic stuff. Still, it was nice to see that things all over the kingdom were safe. "Careful…" Spike said "Every time you say that, that's when something bad usually happens."

"Ah, come on, Spike. You worry too much." Krysta said "Lightning and Twilight can handle anything that comes our way."

Lightning and Twilight nodded. However, they still wished they knew just what Chrysalis was up to and how her new method of attack was going to come or what it would do. Something told them they would find out very soon.

In the meantime, Twilight was still trying out her latest spell, which if used properly, would help clear the body of things that weren't supposed to be inside, like germs or things swallowed that weren't meant to be.

She tested it on plants, by feeding them weed-killer poison which wasn't healthy for them, and she managed to get a lot of the poison out of the plants, which impressed everyone. "But I'm not sure I can do it on creatures like us." Twilight said "It's not even safe to test."

Spike offered to swallow a lot of jewels for Twilight and see if she could remove them. "Spike… you're a dragon." Krysta reminded him "Jewels sit well in your stomach."

Twilight agreed and she just wasn't willing to risk anyone swallowing something or putting anything inside of them that would be dangerous to their health. Her only chance would have to be if someone already had something wrong with them, but even then it wouldn't be safe to try and she would probably end up making things worse.

Twilight closed her book, "Maybe I should just forget about the spell for now?" and she walked off into the next room leaving the others to exchange looks of dismay and they all shook their heads in concern.

…

While at the same time…

Cheerilee was on her way to school that morning. Only, she didn't look very happy. If anything she looked ready to get in someone's face. As she passed by Brain, who was on his way to teach at the middle school, "Good, lovely morning, Cheerilee." he said kindly, but Cheerilee didn't even acknowledge him and just kept on walking with that angry scowl on her face. Brain felt confused and he walked to catch up with her "Shall we walk together, my dear?" he asked politely.

"I prefer to walk alone, thank you very much." growled Cheerilee "…And I am not your dear!"

Brain just stood there puzzled. "Well… I never…!" He said. This wasn't like Cheerilee to be all nasty and rude.

…

Cheerilee was even nastier to her students when she arrived; all they were doing was hanging up their knapsack when she yelled "SIT DOWN, ALL OF YOU…!"

The students almost jumped out of their skins in fear, but did as they were told, when one of the students raised her hoof to ask a question, "Um… Ms. Cheerilee, are you alright?" Cheerilee's looked angrier than and stomped her hoof hard "Be quiet!" she yelled "In my classroom… children should be seen AND NOT HEARD!"

The students all squirmed down into their seats trembling in fear. What was going on? Yesterday their beloved teacher was one of the kindest and sweetest mares on the planet. Now hear she was growling like an ursa-major, and being meaner than even a regular schoolyard bully. To make matters worse, she put all her students straight to work on subjects a little too advanced for them, and she expected perfect results.

There was no story time, no snack time, she didn't even let them go out to recess, but none of the students dared to complain or ask why for fear of being screamed at again, but Cheerilee only seemed to get angrier and fiercer as the day continued. Worse than that, Sweetie Bell gave just a tiny little cough trying to clear her throat, Cheerilee forced her to stand outside and hold a pile of heavy books over her head "For disrupting class….!" she bellowed "Can you feel your hooves aching, Sweetie Bell!"

"Y-Y-Yes… Ms… Cheerilee!" groaned Sweetie. Apple Bloom and Scootaloo felt awful for their friend, but they really couldn't understand why their teacher was acting so mean.

By the end of the day, Cheerliee loaded her students down with a lot of homework. Some of the students could hardly even fit it all into their knapsacks, and those that did found it hard to lift them up- they were so heavy. "And… I expect it all to be finished and handed in tomorrow." growled Cheerilee. "And anyone who objects or it late will be harshly punished! Is that clear?"

The students all nodded nervously showing they understood, and Cheerilee left in a huff, and she shoved Applejack, who was coming to pick up Apple Bloom, out of the way as she passed. "Well, begging your pardon!" snapped Applejack "What's got into you…?"

Cheerilee's eye twitched and she turned and shouted "YOU WANT TO MAKE SOMETHING OF IT?"

Applejack felt like she had come face-to-face with a snarling dragon, and before she could say anything, Cheerilee galloped off! "Now what in the hayfields is up with her?" Applejack wondered.

…

As Cheerilee continued to gallop angrily home… she was being watched by Chrysalis as she relaxed on her throne and could feel her life-force rising. Somehow, energy was being transferred to her from Cheerilee, but despite this, Chrysalis was still not satisfied. "Your plan may be restoring my power, Captain…" she said "But if you recall correctly… there are two sides to this, and the second of which is to conquer United Equestria."

"I assure you, my queen…" the captain said "Such a plan is also in preparation. Just keep watching."

"Very well, Captain. It had better be good…!" Chrysalis warned him. What she wouldn't give now to have power enough to return to United Equestria and do the job herself. Nevertheless, she continued to observe.

…

The Cutie Mark Crusaders all went to the Cake's café for a milkshake. Rarity and Applejack saw all three of them had had a very hard day. Rarity noticed that Sweetie Bell's limbs were very sore. "Oh, my goodness gracious…" she cried "Whoever could've done this to you, Sweetie? I swear… I shall make them pay!"

As much as everyone was annoyed by Rarity's overdramatic act, the girls said nothing, and acted rather afraid. "Hmm…" remarked Applejack "I think I have a feelin' what's wrong. Girls, fess up now… is Cheerilee the back of all this?"

The girls looked more nervous than ever, but they still didn't answer, and they didn't have to. "Well that's all I needed." said Applejack, but Rarity didn't believe it. Cheerilee was one of the kindest ponies she knew. "She's quite incapable of being harsh in such a grotesque manner."

"Eh, that… my dear Rarity… I would have to disagree." said a voice. The others turned to see Brain sitting at another table across from them. "Eh, forgive my intrusion, but I had overheard what you said, and it may interest you to know that even the most gentlest, kindest, and friendlies of creatures can in fact… eh… em… reveal a sheer force of such hatred and rage."

"Yeah, but… Ms. Cheerilee…" cried Scootaloo "I've never seen her like this or ever known her to be like this ever."

Apple Bloom and Sweetie Bell felt really scared now. "She's going to be really mad us now." cried Apple Bloom.

"She warned us not to tell anyone about her." added Sweetie.

"Oh, no, no, no, girls…!" said Rarity "You did the right thing by coming to us. Am I right Applejack?"

"Darn tootin'…" said Applejack "Girls, when someone or somethin's botheirn' you, you should tell someone you trust, like me, like Rarity, or even Brain here. Why, then… we can help make it better for you, and the first thing we're going to do is see what's wrong with Cheerilee."

The girls smiled warmly and felt hope was near…

…

The next morning…

"Um, remind me again why we're here?" asked Twilight.

"I told you…" said Applejack "We're spyin' on the school to see what's up with Cheerilee."

Lightning the others were around hiding nearby as well and keeping an eye on everything. Krysta and Spike were hiding inside the school. Krysta hid under Cheerilee's desk and Spike hid in the closet. Only the crusaders knew they were there but didn't dare to tell anyone, especially not when Cheerilee came in just as grouchy as ever. All the students were seated and keeping quiet, and they all had their massive homework piles on their desks, but as expected, some of them hadn't managed to get them all done.

"My mommy said I had to go to bed..." one of the students said. Cheerilee leaned forward "You're mommy… is a TWIT!" and she angrily knocked the books and papers off the desk. The other students winced. "Sit up straight…!" shouted Cheerilee "Eyes forward…!"

Outside, the gang had heard and seen enough, and decided to burst in, and they did just in time before Cheerilee seemed ready to really hurt any of the students. "Cheerilee!" snapped Lightning "That's enough!"

"What's got into you…?" added Applejack.

Cheerilee narrowed her eyes at the intruders. "Get out of here!" she roared.

"We're not going anywhere until you explain yourself!" protested Rarity.

"I said out!" shouted Cheerilee.

Krysta and Spike dashed over to their friends. "Come on, Cheerilee!" cried Spike. "We just want to help you." added Krysta.

"LAST WARNING…!" screamed Cheerilee at the top of her lungs, but the others wouldn't give. "OKAY…!" Cheerilee finally snapped began to charge like a bull. The others all dodged and leapt out of the way. "Run children…! Get out of here!" shouted Brain. All of the children began to race out the door. "GET BACK HERE…!" roared Cheerilee and she ran after them but Twilight blocked her way at the door. "Cheerilee, stop!" she demanded.

Cheerilee glared Twilight so deeply in the eyes, that Twilight could see what was going on… right there, in middle Cheerilee's iris. "A changeling…!" she cried.

Everyone gasped "Cheerilee's a changeling?" asked Spike in disbelief.

Cheerilee began laughing as her eyes glowed green. _"Wrong…!" _she growled in a double voice. One was Cheerilee's and the other sounded raspier and evil.

_"I have not taken the form of your friend, but in fact taken over her mind and body. I am in complete control!"_ The changeling demonstrated by making Cheerilee's flip and spin about. "Good heavens!" cried Brain.

_"And while I've been in here, I've been helping myself to all the love and pureness this one feels towards her beloved students. I've been transferring it all to planet Shadeos where my queen, Chrysalis has been absorbing it into her life-force… while your friend here is left with nothing but anger, and hatred she thought she was incapable of ever expressing again!"_

Lightning felt his anger rising and his stood up tall. _"Star Fleet… Magic…!"_ and he transformed into battle-mode. "I give you this one chance…!" he warned the changeling "Release our friend or I'll…!"

_"You'll do nothing…!" _laughed the changeling _"You wouldn't want anything to happen to your friend now, would you?"_

Lightning and the others realized she was right. They couldn't really try to attack without hurting Cheerilee. _"Shame… because I can hurt you!"_ growled the changeling as she made Cheerilee dash and ram hard into Lightning and sending him through the wall of the school and out into the yard. "LIGHTING…!" everyone shouted as they ran out to help him up. "I'm okay…" Lightning said.

Cheerilee leapt outside through the hole and looked ready for more. As she continued to attack, all the others could do was evade her and still could not make any attempt to attack her.

Applejack tried to lasso her and hold her in place. "Ye-haw…! Got'cha!" she cheered as she held the rope tight. _"Who has who…?"_ snarled the changeling used her inner magic to make Cheerilee break out of the ropes as if they were made of paper. "What the-?" cried Applejack with the rope still in her mouth.

Cheerilee then grabbed the rope in her teeth and yanked on it hard and whirled it with Applejack at the end of it and slammed her into the sandbox. "Ah… Nellie…!" she groaned. Rarity ran over to tend to her fallen friend.

_"Who's next…?"_ the changeling growled. The others didn't know what do, not even Brain. "If only there were some method of separating the evil from the body it wouldn't so difficult." He said.

Spike's eyes widened "Separate…? That's it…! Twilight… you can use your spell."

"What?" snapped Twilight "But I haven't tested it on regular creatures, I don't even know if it will work. What if I end up making things worse?"

Cheerilee charged at them again, and they all dodged out of her way. "Twilight, how could things possibly get any worse than they are now…?" said Krysta.

Twilight realized this, but she still wasn't too sure. "I'll do it!" she decided "Hold her down!"

Rarity used her unicorn magic to lift Cheerilee up off the ground, and Krysta used her fairy magic to hold her still. "Good thing I've been practicing." She said.

_"Let go of me!"_ demanded the changeling and she began to fight their magic with her own inner-powers. "Ah…!" cried Rarity as both she and Krysta struggled to hold their grip. "She's trying to break free!"

"Twilight… do it now!" Lightning said

Twilight nodded, but she didn't like the risk involved. "You must at least try my dear." said Brain.

"You can do it…!" added Spike.

"Um… yeah… trying to concentrate here!" snapped Twilight. She gazed long and hard at Cheerilee and then shut her eyes tight and concentrated hard. "Please work!" she muttered "Please work…!"

The tip of her horn began to glow, and the glowing got brighter and brighter. Twilight clenched her teeth and held on tight as she kept on charging the magic.

"Hurry…!" cried Krysta as she and Rarity couldn't hold Cheerilee much longer.

Twilight moaned and growled to hold herself steady, and she finally unleashed a beam of magic form her horn straight at Cheerilee. _"This can't be…!"_ shouted the changeling as she felt the magic pushing her out. _"What's… happening...? NO…!"_

A cloud of black smoke emerged from Cheerilee's body, and she slipped into unconsciousness, and the cloud of smoke transformed into the changeling. "It worked…!" cried Twilight.

"You did it…!" cheered Spike. The others were proud of Twilight, but the changeling was furious as she got to her feet. "This isn't over yet!" she growled, but as she prepared to attack, Twilight, Rarity and Krysta blasted her with magical projectiles. Sparks and small explosions hit the changeling all over. "I think it's quite over…!" said Twilight.

Lightning then readied his capture-blaster. "No holding back now…" he sneered "Fire!" and he shot at the changeling hitting her full force. The changeling growled and yelled as she fell over and exploded in a magical illusion of flames, and when the illusions faded, the changing was now a tiny creature in cased in sphere of blue liquid.

"We did it…!" cried Spike.

"Ye-haw…!" cheered Applejack. "Way to rope those cattle in!"

"Good show…!" added Brain.

Lightning and Twilight smiled and nodded at one another as they walked over, picked up the sphere and placed in the small clear box. "You're under arrest." Twilight said.

Another job well done!

…

Chrysalis saw everything. "I am displeased, Captain." she said "Star Fleet and the Friendship Force have managed to unmask our little plot."

The Captain was aware of this, but he didn't seem too concerned. "My queen… I assure you that despite what they now know, even they will powerless to watch every single solitary thing possible, or notice when something goes wrong."

"Quite so…" agreed Chrysalis "And you did manage to give my life-force a powerful boost, but I will not ignore the fact that your plots has landed another one of our followers into imprisonment."

The Captain was aware of the loss of many of their best fighters and they would have to select attack targets wisely with the little of their army they had left.

"Rest assured, Captain…" Chrysalis warned him as she faded into the shadows "The leading soldier always suffers for the fate of his men. If you continue on this path of blunder… there will be consequences."

The Captain narrowed his eyes and growled softly but fiercely. _"Only I'm not going to suffer- not as much as you will… my queen!"_ he thought silently to himself.

…

After Lightning sent Krysta to take the captured changeling to the prison-caverns in New Canterlot, Cheerilee began to awaken. "Oh…!" she groaned "Oh my!" She felt as if she had run head first into a brick wall and she couldn't seem to remember much of what happened.

When the others asked her of what happened… Cheerilee explained that two days ago after she had left school, she went home did her work, had her supper and went to bed. She woke up in the middle of the night when she felt she wasn't alone in her room, and then she saw a changeling standing beside her bed. Before she could scream the changeling touched her forehead and then… she blacked out.

She didn't remember anything after that, but judging by the large hole in the wall of the school and collateral damages to the schoolyard. "Did… I do all this…?" The others regretted to inform her that she did. Cheerilee felt ever so ashamed of herself. "It wasn't your fault." Twilight said "That changeling was controlling you. It's all over now."

"Besides…" Lightning said "Isn't one of the rules of friendship a good teacher always shows us… to forgive and forget?" asked Lightning.

The others all nodded, and Cheerilee smiled again.

…

The next day, while the school was being repaired…

Cheerilee apologized wholeheartedly to all her students, and they forgave her graciously once they realized the truth.

They all had also learned a lesson about friendship and wrote a letter to the royal palace immediately…

…

_Dear Queen Celestia and Grand Ruler Celesto…_

_We, the students, have learned that even the friendliest of people are capable of showing hatred and negative emotions, and that's what makes it all the more important to let the goodness of all friendships shine bright. As long as one gives friendship, generally they will always get it in return, and if someone still acts grouchy it's best to give them their space and let them cool it off for a while, but most importantly… it's always divine to forgive and forget, especially when friends or loved ones don't mean to be grouchy or just aren't being themselves. _

_…_

Twilight and Lightning also wrote their own letter to the royal ones, explaining the information they had gathered on the changelings and their new method of attack.

They immediately got an answer letter…

The information the changelings would be held only between Star Fleet, Friendship Force, and the royal guard. It made no sense to put the whole kingdom into panic, but as such patrol would continue and they would have to keep a sharper eye on things than ever. A changeling was bound to seek a new victim at any time… at least they knew they would not kill their victims as they were needed to harness the love energy.

Celestia also mentioned she was very proud of Twilight for mastering her new spell, and Grand Ruler said that her magic would now be, by far, their greatest asset in the fight against the changelings.

Twilight intended to take their word seriously and promised that she would continue to study her books as well as train a little extra, and Lightning promised to stick to his own training and studies as well as his routines.


	5. The 4th crusader

**EPISODE FOUR**

It was a bright morning, and Buddy Rose was escorting his younger cousin to her first day of school since her family moved to New Ponyville. She looked just like Buddy Rose, she was red only a lighter shade of red, and wore a simple light armor vest with her number on it- LZ2N.

"Well, DD… you looking forward to your new school?" Buddy Rose asked.

DD nodded but she was feeling a little nervous. "What if the other ponies don't like me?" she asked "What if they make fun of me because I'm different?"

Buddy Rose knew how she felt. Before, in Unicornicopia she got along well with other children, only because they were all the same as her, winged unicorns that can never have cutie-marks and all well understood but now she was going be among new kinds of ponies in addition to her own.

"It'll be okay, DD." Said Buddy Rose "Hey, do you remember that song I taught you on your very first day of school, back on our planet…? Just give a snap, a clap and a chuckle... and then yo may not feel so afraid anymore."

DD giggled "I never forgot it.

The two cousins shared a chuckle, and soon they arrived at Cheerilee's school, which had long since the attack been fixed up, and there were lots of children playing around before. Buddy Rose promised to pick DD up at the end of the day. "You have fun now…" he said as he hugged his little cousin "And don't you worry, you're going to fit in just fine." Then he flew off to head back to Sweet Apple Acres and tend to his garden.

DD gazed into the yard and felt a little nervous, until she tapped and clapped her hooves and gave a little chuckle. "Ha-Ha!" then she walked through the schoolyard, and there was no place she couldn't look without seeing other ponies playing. Ground ponies, Pegasi, and ground unicorns, and there were one or two winged unicorns, but sadly they were being picked on and mocked by Diamond Tiara and Silver Spoon. They were mocking them due to their not having cutie-marks, which automatically made them losers to them.

"Blank Flanks…!" mocked Diamond "And who do you think you are with those numbers? Escaped prisoners?"

Silver Spoon mockingly hollered out for the royal guards "We have to escape convicts. Send them back to jail."

"Hey…!" snapped DD "Leave them alone!"

Diamond and Silver turned and saw her, and the second they saw she had no cutie-mark. "Look, Silver…" said Diamond "A new blank flank to join the herd." She and Silver laughed, but DD didn't find anything funny.

The Cutie-Mark Crusaders were watching from the jungle-gym, and felt outraged the way Diamond and Silver were being so unfair. "Ooh… one of those days…!" grumbled Scootaloo "One of these days…!"

Sweetie Bell and Apple Bloom calmed her down, but they didn't recognize the red unicorn. "She must be new here." said Sweetie "And it looks like she's off to a bad start."

Apple Bloom suddenly got the idea to help the new student "Isn't that what the crusaders are all about? Helpin' others…?"

The others nodded and put their hooves in together. _"CUTIE MARK CRUSADERS TO THE RESCUE…!" _they cheered, but before they could do anything, the bell rang. It was time for class.

Once all the students were in their seats, Cheerilee tapped her ruler on the desk. "Okay, everyone we have a new student joining us today." She said "This is Daphne Dill; she's the cousin of Star Fleet fighter, Buddy Rose. Now you all remember how difficult it was on your first days so I want you to try being nice to her."

The students all nodded, and Daphne smiled and allowed them to call her by her nickname- DD.

Cheerilee let her have the vacant seat next to Diamond Tiara. DD recognized her immediately as that awful filly that was picking on her and the other unicorns. "Are you okay, DD?" asked Cheerilee. "No… everything's fine." DD said as she took her seat. She was feeling rather nervous but couldn't do her tap-clap-chuckle.

As Cheerilee went on with the lessons, Diamond and Silver kept whispering to one another about ways to get the new filly in trouble. While Cheerilee's back was turned. Diamond crumpled up a few pieces of paper into balls and pitched them right at DD, one after another. DD was growing very annoyed, but just kept quiet and kept her attention focussed.

The crusaders saw everything, and were prepared to make Diamond pay for what she was doing. All of them crumpled up some paper balls of their own and ready to thrown her,

"Ahem…!" said a voice. Sweetie Bell turned and saw Cheerilee standing in front them and she didn't look a bit pleases. "Girls, you know the rule!" she said "No throwing things."

"But Ms. Cheerilee…" said Apple Bloom.

"No buts…" Cheerilee cut in "You can all tell me about it… while you wash the blackboards after school."

DD felt sorry for the girls, and angrily glared at Diamond. She just blew a mean, yet quiet raspberry at her. DD still did nothing, but during recess. She tapped, clapped, and chuckled as she worked up her courage to approach the crusaders. "Excuse me…?" she said.

The crusaders turned to face her, but they weren't angry at all and invited her to play with them. Together the four of them had a wonderful time building sand-castles and trenches, and even made sand-drawings.

DD was starting to feel maybe she fit in, and then she asked about Diamond and Silver. "Are they always this mean?"

"Sometimes way worse…" said Scootaloo.

"Yep…! Like an old stubborn mule with an itch on its back." added Apple Bloom…

The girls all laughed at that remark, but their moment was interrupted when Diamond and Silver came along laughing at the four of them as well. "Guess it's true what they say- Blank Flanks have to stick together." Diamond mocked.

Silver laughed and added "Now the loser trio has become the loser quartet!"

The crusaders and DD were not amused, but did nothing to avoid getting the crusaders into any more trouble. "What's she got against blank flanks, anyway?" asked DD.

The crusaders lamented over how they felt about still not having cutie-marks of their own. All the things they had done, tried, and then did and tried again. "Absolutely nothing works." said Scootaloo. "But we're not about to give up." Apple Bloom said with pride.

Sweetie Bell nodded and added "We're going to continue to try until we finally earn our cutie-marks and others recognize us for our talents whatever they may be."

_"THE CUTIE MARK CRUSADERS!"_ all three of them shouted. DD was impressed at such determination. "And…" Sweetie Bell said "We'll help you, Daphne Dill, to find your cutie mark someday."

"Huh…?" remarked DD.

"That's right…" said Apple Bloom "DD, consider this your honorary admittance into the cutie-mark crusaders."

DD felt flattered, and happy that it seemed she had made friends, but there was something about her the crusaders didn't seem to be aware of, and before she could tell them, the bell rang- recess was over.

Cheerilee got the children to doing art collages of what they'd want to look like in a dream, or in a real life... things like that. She also allowed them to work in teams, and the crusaders allowed DD to be on their team. It was decided to make pictures of what kind of cutie-marks they would've liked to have, only… DD wasn't so sure. She tried to explain why, but the crusaders hardly gave her a chance to speak.

DD was growing nervous again, and did her little tap, clap, and chuckle. "Why do you keep doing that?" asked Sweetie. DD explained it was a special thing her cousin taught her to do whenever she was feeling nervous. "It helps me build up my courage." she said.

The others thought it was strange, but they tried themselves. They gave a tap, a clap, and a chuckle, but this only earned them more ridicule from Diamond and Silver. "Wow… now you can really earn your cutie-marks." Diamond mocked, "Yeah, by being the goofiest in all of New Ponyville!" added Silver.

"Why you…!" growled Apple Bloom as she grabbed the paste and looked as if she wanted to fling it right at her. "No!" said DD "Never mind."

The crusaders were amazed by DD's calm reactions to Diamond and Silver's bullying, and this was what gave DD the idea of how to do her side of the collage.

When Cheerilee announced for everyone to clean up, she went around the room and admired everyone's work. Diamond and Silver had a made a collage of themselves, of course, as well respected ladies of society. "Pure egotism." whispered Scootaloo. The others giggled, but Diamond heard them and she hated it when her art was insulted like that. She whispered something to Silver as a plan to get back at the crusaders, and maybe finally get DD into trouble.

Cheerilee was impressed by many of the pictures made, and no surprises what the crusaders had made, pictures of themselves as full-fledged super heroes with capes and masks, and CCs on their chests for Cutie-Mark Crusaders.

"Very impressive, girls…!" Cheerilee said. The crusaders smiled, but they asked DD about hers not being like theirs. DD had made a picture of herself just as she was, with no change or significance added whatsoever. Just a plain picture of herself…

"I think I know what it means." Cheerilee said "DD… are you happy just the way you are?"

DD nodded and explained in front of the whole class that she didn't mind being a blank flank she was going to be one for life. _"WHAT?"_ snapped the crusaders.

"Yeah…" said DD "See, I'm a winged unicorn from Unicornicopia. I can't and won't ever have a cutie-mark. IT just won't sink into me. That's why I wear this armor vest with my birth number on it."

She recounted something she learned at her old school before she came to New Ponyville… a story that originated on her old home world…

_Over millennium ago, when Grand Ruler Celesto was cast out into dimensional space and created the dimensional planet of Unicornicopia, he created the first winged unicorns, which were the original ancestors of DD and all her kind. It was Grand Ruler's magic that prevented them from ever having cutie-marks- being a child of the gods, his signature was his three golden horns, and his golden Pegasus wings, but his magic made him much too powerful to ever have a mark himself._

_…_

"And that's why all winged-unicorns who originated from our ancestors won't ever have cutie-marks."

A lot of the students and even Cheerilee were impressed.

"Besides…" DD continued "Even if we could earn cutie-marks, I'm not so sure if I'd like to have one anyway."

The students all looked very concerned. How could someone not even consider wanting a cutie-mark, and DD explained bravely that she thought it was just plain silly. "Do you really to have a picture on your flank to show what you're capable of? I know I can do lots of things already, and there's a lot more things I know I can learn to do, and I don't think I need a mark to tell me that for me. So…I am happy to be who I am, cutie-mark or not."

A lot of the students clapped their hooves in applause, and Cheerilee was very proud and impressed. "That was wonderful, DD." she said "And you know what…" she walked over to her desk, pulled out a gold-star magnet and placed it on the magnetic board of the names and all the stars earned and she placed the star over DD's name. "You've earned it."

DD felt very happy, and nervous at the same time, but she decided not to do her tap, clap and chuckle.

Diamond and Silver were not impressed at all, and they readied paper balls covered in paste to throw at DD, only they added a little too much paste and it drizzled down on their hooves. "EWW…!" they both cried as they flicked and flapped their hooves desperately trying to get the balls off them.

Finally, the paper balls flew off their hooves but instead of landing on DD, they hit Cheerilee instead. The other students gasped hard, and Cheerilee's features hardened. She walked over to the naughty fillies with the two paper balls stuck in her mane. "Girls…" she snapped. Diamond and Silver tried to weasel their way out of it, "I saw you both…" their teacher said "And as punishment, you'll both be staying afterschool to sweep the floor of the classroom for three days. Is that clear?"

_"Yes, Ms. Cheerilee." _the girls replied.

…

After school, Diamond and Silver were already working hard to sweep the floors as told, it was going to be a long job as all the glitter and paste drops and bits and pieces from art time were still all over the place, and they spent more time arguing with each other and complaining about the mess and getting dirty than working.

The crusaders, however, had finished washing the blackboards and were free to go. They ran into DD on their way out.

"DD…?" said Sweetie Bell "We just wanted to say thanks."

"For what…?" DD asked.

"Well… we've always acted a bit silly over our not any cutie-marks for a long time, and it often leads us to disaster." said Scootaloo.

"But after you just spilled your heart out like that… you gave us new confidence in ourselves." said Apple Bloom "And we're… sorry we acted a little silly in front of you earlier."

DD smiled and forgave them. "Can I still be a crusader though?" she asked.

"Are you kiddin'? Of course you can." said Apple Bloom with glee. "Even though you'll never have a cutie-mark…" said Scootaloo. "The crusaders still help others, and that's just as important."

DD smiled. It had only her first day of her new school and already she had made three new friends and even earned a gold star. Perfect things to inspire her for her letter to palace…

…

_Dear Queen Celestia and Grand Ruler Celesto…_

_Today I made new friends and all because I was just being myself and being openly honest about something I feel about cutie-marks. I also know that others should tolerate and appreciate those who don't have what they have, and shouldn't make a big deal out of it. True talent and friendship comes from believing and trying, not from symbols and from what other say._

_I hope one day, everyone will learn to appreciate everyone for who they are._

_-Daphne Dill._

…

The Queen and Grand Ruler finished reading the letter together and both felt proud of the little filly. Grand Ruler especially, knowing that under his pants his flank was blank and always would be, but that didn't make him any less important or different from others.

Celestia's mark shimmered, and he gazed into her eyes, "It suits you, darling."

Celestia blinked softly at him and they rubbed their heads together passionately.


	6. Opperation Time

**EPISODE FIVE**

One day, the Cakes and Pinkie Pie took little Pound and Pumpkin to see Dr. Penny Sillon, ID: DR3F… for their six month checkup.

Those two squiggly little foals liked having their checkup from Penny because she was so gentle and kind. "Come on, now, Pound…" Penny said sweetly "Breathe deeply for me… come on…"

Little Pound took a deep breath and held it in so his little cheeks puffed out. Pinkie couldn't help but giggle at how funny and adorable Pound looked. "Shh…! Pinkie…" Cupcake whispered so Penny could hear Pound's breathing more easily.

Next came little Pumpkin, Penny checked her throat and it was all clean, only Pumpkin wouldn't let go of the tongue-depressor and sucked on it like she did her toys. "Nom, Nom, Nom…!"

"Now, now, Pumpkin… You spit that out." her daddy said. Pumpkin did as she was told.

"Well…" Penny said looking over the foals "What healthy foals you are, and you know what healthy foals get to have…?" and she handed them two big lollypops. The foals pounded the table softly cooing "Yaaa…Wooo…!"

"Aw…" cried Pinkie "Cute and healthy. Everything's just perfect."

"Um… not quite, Pinkie…" Penny said as she looked over her clipboard. "Looks like somebody missed out on their annual booster-shot."

"Huh?" cried Pinkie. The Cakes acted a little nervous for asking her to come with them that, "But I don't need my shot." Pinkie said "I feel fit and fine… See?" she bounced happily across the room, but that didn't excuse her. "I'm sorry, Pinkie, the Grand Ruler and the Queen gave orders… everyone is to have their shots every six months and that includes you."

Seeing no way out of it, Pinkie took her shot. "YE-AAAAAAAOWCH!" she cried shaking the whole building and startling everyone inside and around.

Poor Pinkie rubbed her limb from where she was pricked as she and her landlords exited into the waiting room on their way to leave, and saw Rhymey and Arite sitting and waiting. "Say… what are you boys doing here?" asked Pinkie.

"We both came to get our annual shots." said Artie

"Even Star Fleet fighters need to take care,

Of our bodies and health so fine and so fair." said Rhymey.

That's when Penny came out and called them in for their turns.

Rhymey and Artie went in and left with brave smiles. Penny waved goodbye to them and then cleaned up to prepare for her next patient. She began to get that peculiar feeling she was being watched, and the minutes she turned round, a changeling, in the form of black smoke, flew up and entered her body through her ear.

All at once Penny began to feel strange, and then she heard a voice calling to her…

_"Your love energy is ours. You know what you now must do."_

Penny was now completely under the spell.

…

Meanwhile, Rhymey knocked at Fluttershy's door and called out…

"Fluttershy…? Oh, Fluttershy…?  
It's Rhymey- your favorite guy."

There was no response.

"Fluttershy…! Rhymey is here.  
I've brought flowers for you, dear."

The door opened and Rhymey saw Angel the rabbit hop out and he looked very upset and worried about something.

"Angel…? Is something wrong…?" asked Rhymey.

Angel nodded and pulled on Rhymey's boot.

"You want me to come along…?"

Angel nodded and led Rhymey inside, and what he found turned his blood cold and he dropped the flowers he brought. There was his dear Fluttershy flat on the sofa with a damp cloth on her forehead. She was all covered in sweat and moaning and groaning in pain.

"Fluttershy…?  
Oh, my, my, my…!"

"Oh… Rhymey!" cried Fluttershy "Uhn…! It hurts! My stomach hurts so much. Oh…! Uhn…!"

Rhymey was no doctor, but from what he knew, he could tell just from looking at Fluttershy's symptoms- high temperature, sharp stabbing stomach pains- it was mostly likely appendicitis.

Rhymey ran to get help immediately, and luckily, Lightning was passing overhead on his patrol-rounds, and as soon as he found out what was wrong, he called for the paramedics and Fluttershy was immediately rushed to the hospital.

…

Twilight and friends soon heard and all rushed over. When they arrived, Fluttershy was sleeping peacefully. The doctor explained everything "Although you aren't a doctor, Mr. Rhymey, you were quite right- acute-appendicitis. Now there's no danger… I'll operate first thing tomorrow morning. Everything will be great."

"Well, that's a relief." sighed Twilight.

They all decided to leave and let Fluttershy sleep. Spike wished the others could just use magic to make her feel all better again, but he knew just as well as the rest of them that it didn't work that way.

Twilight remembered when she caught a simple cold and tried to make herself feel better with magic, but just as her body wasn't feeling well, her magic didn't work well either and she caused many misfortunes among others.

"Fluttershy can get through this." Rainbow said "She always pulls through many things."

Rhymey especially hoped so. Fluttershy was his mare-friend and he hated knowing she was in pain. He was able to guess that she had appendicitis because he, himself, once had it. He knew what the pain felt like.

Now it was happening to poor Fluttershy.

"It'll be okay, Rhymey." said Twilight "Fluttershy's been through worse."

Rhymey smiled.

…

Meanwhile… Penny had seen other patients that day, but everyone seemed to notice her acting strange, and quieter, almost as if she knew something no one else did. Whenever she was asked if she was okay, by anyone else, she would simply reply "Of course. What do you mean?"

…

Chrysalis was observing Penny's every move and could feel the love energy pouring into her and reenergizing her life force. "Ahh, the taste of success was never sweeter." she hissed.

The captain was pleased and had more news for his queen, and explained to her the situation of Fluttershy- "It would appear the young one is due for operation on her appendix in the morning."

Chrysalis' evil grin became more sinister looking than ever. A perfect chance to not only steal more energy, but perhaps to even do-away with one of the many creatures who had caused them so much trouble. "Instruct our changeling at once!" growled Chrysalis.

The captain bowed and reported to the changeling inside Penny's mind.

…

_"You will instruct for the operation to be moved up to that very night and you will perform the operation yourself. You know what you must do."_

"The instructions will be carried out." Penny said.

…

By sundown Penny had arrived at the hospital where Fluttershy was and made her demands. "Tonight?" the doctor said "Dr. Penny, have you gone mad?"

"I assure you I am quite serious." Penny insisted "I've seen all sorts of cases before, from the depths of dimensional space, and I know what I am talking about. A case as serious as this requires immediate attention and no later!"

As much as the doctor tried to argue with her, Penny kept badgering him. "Are you willing to risk the life of a patient? Not to mention one of the Friendship Force members…? Well are you?"

Feeling unable to argue with Penny any longer, the doctor gave in and notified the operating-room to prepare.

…

Fluttershy was awoken from her sleep in sudden shock to find she was being wheeled across the hall. Even though her immense stomach pain she asked. "What's going on?"

"You're being transferred to X-ray room." The doctor explained to her "We're going operate immediately."

Fluttershy's pupils dilated "Op…per… ate?" she whimpered. This was the first she had heard of this after being asleep for most of the time. Fluttershy had never had an operation before in her life, and already her fear was shooting through the roof, and she would have leapt up and flew away to hide if she weren't in so much pain.

The doctor urged her to calm down. "Fluttershy, try to relax. It's not good for your blood, or your stomach."

Fluttershy was still trembling madly and she asked if she could at least have her friends over, especially Rhymey. "I'd feel safer and braver knowing they were near."

The doctor couldn't see much harm in that.

…

Rhymey, Lightning and Artie along with Twilight and friends rushed over in a heartbeat when they got the news, though they were confused as to why the operation was moved up to that night, and why Penny would be performing it.

Rhymey desperately wanted to see Fluttershy before the operation, but Penny insisted that no one see her as they had wasted enough time. So they were all restricted to the upper are to watch the operation. Penny asked that hospital security guard the doors and that no one was to enter under any circumstances.

Artie had brought along some small things to draw up a small get well card for Fluttershy, to give to her after the operation. "Artie…! Have you no shame?" snapped Rarity, and then she noticed spike was snacking on a small sack of jewels he had brought, "And Spike…"

"What?" Spike said with his mouth full "It's going to be a long operation."

"He's right…" agreed Rainbow "There's no point in just sitting around like this waiting.

Pinkie felt so nervous, she didn't know what to think. "I just hope Fluttershy's okay." she said.

"Where is she now?" asked AppleJack.

"She's in the X-Ray room." Artie said.

Rhymey sat silently in his seat deep in thought as if he were praying that Fluttershy would be okay. Lightning and Twilight thought it best just to leave him be, but the both of them were starting to have that peculiar fear that something wasn't right… rushing the operation, and Penny's constant nagging and demands.

"You don't think…?" Twilight asked.

Lightning didn't know what to think, but they were no longer willing to take the chance, and excused themselves from the others.

…

In the X-Ray room, the doctors and nurses were still at it getting good shots of Fluttershy's stomach and her inflamed appendix. "Right…! One more…" Penny said as she adjusted the angle of the X-Ray but the left side of her own face got taken in the shot.

"That should do it." Penny said "Now, let's get these shots into development." She acted rather impatient, but the doctors and nurses followed her out of the room and left Fluttershy to sleep under the effects of the medicine to knock her out for the operation.

After the X-Rays were developed, Penny and her team left to wash up and prepare. Only one stayed behind, staring at the last X-ray. "That Penny should really keep her face out of the way." she said.

Suddenly, she began to notice something strange about Penny's eye in the X-Ray. "What's that…?" she wondered. She couldn't identify what, appeared to be a spall glowing speck, in Penny's eye, with her own eyes alone. She took the X-Ray and decided to examine it closer.

…

Meanwhile, the operating room was all set. Fluttershy was fully knocked out. The two doctors were all washed up and wearing their outfits and ready to perform surgery, and the tools were all laid out. "Are we ready now?" asked Penny.

"Yes." said the other doctor.

"Right… let's begin." replied Penny.

Everyone else watched from their seats above. The doctors hadn't even made an incision yet and Rarity couldn't bear to watch and over-dramatically fainted.

"Whoa! Easy now, girl…" Applejack said softly.

"Scalpel…" said Penny.

"Are you alright?" asked the other doctor.

"I'm perfectly fine!" Penny sneered. Then she concentrated on her work. A long silence followed, the only noises were the soft sounds of Fluttershy's breathing through her gas-mask, and the beeping of the monitors.

One of the nurses checked them constantly. "Pulse: Normal. Breathing: Steady."

"Clamps…" said Penny "Preparing for extraction."

The doctor noticed that Penny used her scalpel to cut a few things she should had. "Penny, have you gone mad?" he asked.

"I'll thank you to remember that I am performing this operation!" snapped Penny "Kindly stop questioning me."

The nurse checked the monitors again "Pulse: Slightly decreasing. Breathing: Still steady."

The gang up above felt hot and sweaty from watching the whole thing, "Golly!" said Spike "How much longer is this going to go on for?"

Rhymey hoped not much longer. His legs were twitching in fear. "Take it easy…" Artie whispered to him.

Rhymey tried his best to calm down, but it didn't work.

…

There was worse already being discovered in the X-Ray room, as the pony finally got a good look at the X-Ray of Penny's eye and discovered what that speck was. "But… this is impossible." She remarked "Unless- Penny!"

She had to stop that operation now! She ran towards the operating room, but the guards wouldn't let her in. They had strict orders, and they refused to listen to anything she had to say. The pony decided to run and tell the gang, figuring they would know what to do.

…

Meanwhile, Penny was seemingly out of control, and began to recklessly jam through the operation. Fluttershy's monitors began to go crazy. Her breathing was growing rapid, her heart was failing, and her pulse was deteriorating. "Penny!" cried the other doctor.

The others were horrified at how Penny was acting and that Fluttershy was dying. Then the other pony arrived and told them why. "There's a changeling inside of Penny…!" cried Artie.

"Somebody, stop her!" cried Rainbow.

The heart-monitor was already flat lined, and that's when Penny's eyes glowed and she spoke in a double voice. _"You're too late! She's dead!"_

Everyone gasped softly, and Rhymey felt tears coming to his eyes, but Lightning and Twilight burst into the room after the guards learned the truth and let them in. "You're wrong!" Lightning snapped and Twilight's horn began to glow and revealed that the Fluttershy Penny had killed was nothing more than a puppet imitation.

Lightning and Twilight suspected something was off about the whole thing and crept into the ready-room where Fluttershy was resting before being transferred, and Twilight used her magic to conjure a puppet version to replace the real Fluttershy. "You've been outwitted, changeling!" Twilight sneered.

Penny growled and angrily tipped the tables over at the doctor and his nurses pinning them down before fleeing from the room. "After her…!" snapped Rainbow.

The hospital guards were warned and it was a wild chase to apprehend Penny. Everywhere she ran her exits seemed blocked off by guards. Finally, she managed to fight her way outside only to run into the rest of the gang. "End of the line for you, doc'." said Applejack.

Penny was completely surrounded. "Twilight, do it!" suggested Spike.

"…With pleasure." said Twilight as she cast her splitter-spell onto Penny, ejecting the changeling from Penny's body, causing Penny to collapse and the changeling stood ready for a fight.

Lightning and his friends stepped forward. "We'll handle the changeling. You fillies watch over Penny."

"Right." said Twilight as she and her friends went over to Penny, leaving the others on their own. "Don't tell me your friends are cowards?" mocked the changeling. "And I was hoping for a real fight.

"Or you're going to get a fight…" said Artie.  
"We'll strike you down with all our might." Rhymey rhymed.

"Let's go." said Lightning. _"STAR FLEET… MAGIC…!"_And the three of them transformed into battle-mode.

"Hah!" growled the changeling "I can take you three on." and the fight began.

The changeling put up a good one and managed to knock both Lightning and Artie aside, but Rhymey was determined to make this monster pay for what she tried to do to Fluttershy. **_"WARD SWORD…!"_** and his sword appeared in the grasp of his gloves.

The changeling stood ready. "Come on! Engarde! Engarde…!"

She had no weapons, but had a very strong horn which she used to clash with Rhymey's sword, but Rhymey's determination proved stronger than the changelings will, and it left her wide open to Rhymey's attacks.

Sparks flew everywhere each time she was hit. Lightning and Artie were impressed, but once they saw Rhymey was getting a little out of control, they had to stop him before he actually destroyed the changeling. "Rhymey! Rhymey…! That's enough." Artie said holding him back.

Rhymey calmed down.

"It's time for the final blow  
And put you away, like so!"

Lightning agreed, and Artie got out his **_"SUPER STAFF…!" _**and Lightning readied his capture-blaster. "Let's get her!" Lightning said.

The changeling tried to make a run for it, but Rarity and Twilight held her with their telekinesis. "Thanks girls…" Lightning said.

"Any time…" Rarity said with a smirk.

"Now finish her off!" added Twilight.

Artie and Rhymey had long since mastered their weapons in conjunction with the capture-spell, and were ready to use their most powerful attacks to help capture the changeling and not destroy her.

Rhymey's sword began glowing with the magic of the capture-spell **_"THRASH SLASH…!" _**HE shouted as he slashed the magic hard into the changeling.

"My turn…" Artie said, and he began to spin his staff over his head, faster and faster. IT started to glow with fiery waves. **_"ARTFUL STAFF-SPIN…!"_** and he slashed his staff right at the changeling. Finally, Lightning charged up his blaster "FIRE…!" and hit the changeling one last time.

All those blasts and magic-forces engulfed the changeling causing her to vanish in an explosion and wind up imprisoned in a sphere. "YEAH…!" cried the guys.

Twilight and friends cheered for joy, and Rhymey had the honors of places the sphere in the box.

"You tried your best,  
Now you're under arrest!"

…

After Penny had recovered, she assisted in Fluttershy's actual operation the next day and it was a complete success. Her appendix was removed and she was now recovering her own room. "It's my way of saying I'm sorry for what I almost did." she said.

Fluttershy was very relieved that everything was okay now, and it was all thanks to Twilight and Lightning's quick thinking. "To think… I could've died." Fluttershy whimpered.

"There, there, now, Fluttershy." Rarity said "Everything's okay now."

Pinkie almost felt like celebrating with a big bash party, but the others urged her not to do it. Most of the gang decided to leave so Fluttershy could get some rest, but Rhymey stayed a while longer. He couldn't begin to describe how happy he was that she was safe.

Fluttershy pecked him softly on the cheek. "I'm happy too." she said


	7. Royal Circus

**EPISODE SIX**

Goldwin the statue, brought to life by the magic mask, had studied a lot in the library of the royal palace, and had learned a lot in the many weeks since he first came to life. Other times he would serve the Queen and Grand Ruler, or help Cadence and Shining Armor. The other ponies would visit here and then to deliver reports, have meetings or get ready for a big New Canterlot event… Especially the annual _New Canterlot circus_ which was just getting ready to open…

Grand Ruler and Celestia had gotten Twilight and friends, and Lightning and friends all tickets as a reward for bringing in a new swarm of captured changelings, and delivering more friendship reports. All of them were invited to stay in the palace and the next day they would head to the circus.

Goldwin seemed pretty intrigued by the circus, but he knew he wouldn't be going to see it. Things like this made him feel very sad- always having to stay in the palace. He was able to go out on the terraces, as long as he never stepped outside the boundaries. He never what it was like to walk on the grass, or climb a tree, fly through the sky, or go to new places and meet new creatures.

Still, he did his best not to let it get to him.

One early morning before everyone was heading to the circus. Goldwin was juggling with three small balls. He had recently read a book about the circus and was very intrigued by juggling and thought he would try it. He practiced constantly, and did very well.

"Gee, this is fun." he said as he juggled the balls happily. Then his limb slipped and he knocked a ball into his face knocking off his mask, and ZAP! He turned back into a solid gold statue. The three balls rolled along the floor and hit Cadence's hooves as she and her husband passed by.

"Where'd these come from?" she asked picking them up. Then they saw Goldwin and saw that his mask was on the floor and he was a statue. Knowing what to do, they placed the mask back on his face and said the magic words…

_"Hocus… Pocus…  
__Alamigocus…!"_

…And Goldwin came back to life. "Oh…! Princess… Captain…" he said nervously. "I remember- I… knocked my mask off while I was juggling."

"You can juggle…?" asked Shining.

"I sure can." replied Goldwin "Would you like to see…?"

"Oh, we'd love to, but we have to get to the prison-caverns." Said Cadence "We have to make sure all the changelings are accounted for, and their cryogenic detainment is normal, and if I don't supply them with love energy they could get hurt."

Goldwin understood and he let them go. "Oh, well…" he said. He was about to juggle again, when Lightning and Twilight came along with Spike. Goldwin asked if they'd like to see his act. "Sorry, we can't now…" Lightning said.

"We have to deliver these friendship reports to the Queen and Grand Ruler." added Twilight. Spike let out a belch dropping no less than five reports into his grasp. "And fast too. I don't know how much more of these I can carry." He complained. "Maybe we'll see later when we come back from the circus." then they went off to find the royal ones.

It was the same story for everyone. Pinkie Pie and Rainbow Dash were too excited to be going to the circus that they didn't even notice Goldwin. Starla, Buddy Rose, and Artie had just emerged from early morning sparing for training and needed to have a bath before they could go to the circus.

Rarity was still asleep in her guest room. She never liked extreme early rising, and Applejack was too busy delivering a shipment of apples to the royal pantry.

"Gee… everyone seems to be in such a rush today." Goldwin sighed. He was beginning to feel that sadness again, but then Rhymey came whizzing by and ran right into him. "Oh…! Sorry Rhymey. I didn't see you there."

"I'm okay, it's no worry.  
No need to be sorry." said Rhymey.

Goldwin asked if Rhymey wanted to see his juggling act…

"Later please, if you'll pardon now.  
I have to meet Fluttershy in the garden now.  
But you must keep practicing, you know-  
Before you come to the circus show…"

"Rhymey, I'm not going to the circus." Goldwin said "How can I go anyway? If I leave the palace- you know that my magic mask stops working and I turn back into a statue."

Rhymey felt silly…

"Oh… how could I forget that fact?  
Well then, later on… I will see your act."

Then he flew out through a window to take a shortcut to the garden leaving Goldwin all alone. Poor Goldwin felt his sadness getting to him. He really wished he could go to the circus with everyone, and be part of their outside lives and not feel so alone like he was feeling now.

As he paced around the empty throne room began to sing a bittersweet song… about how everyone was busy, and he understood, and how sometimes he felt very sad that he couldn't go outside like someone real. As the song ended, Goldwin walked off with his juggling balls, but his song hadn't gone unheard. Fluttershy and Rhymey, both were down in the garden, heard everything!

_Friends are in a hurry, no time to stay  
Not me. Not me!  
All day long they scurry, working away  
Not me. Not me!_

_I'm not complaining, my blessings I can add_  
_But sometimes I'm a little sad_  
_Sometimes I'm a little sad_

_Living in this palace, a world to share_  
_For me. For me!_  
_With friends that I embrace, they really care_  
_For me. For me!_

_I should be happy, but sad I'll often feel_  
_Maybe if I were free to go outside like someone real_  
_Then I could see..._  
_If the whole world's waiting... waiting for Me!_

_..._

Twilight, Lightning, and friends all went to the circus and had a wonderful time. They all came back to the palace remarking about their favorite acts. Pinkie Pie just loved it all. "The acrobats… the clowns… the pony projectile… the high wire-walker…! Eee-Hee-Hee…!"

"No doubts someone had a good time." said Starla.

As they entered the throne room, Goldwin came up to them still looking grim and he didn't even seem to notice them. "What's wrong with him?"

Cadence and Shining came up from the caverns below. Twilight asked her brother "Do you know what's wrong with Goldwin?" but her brother and his wife didn't know. "But he sure did look upset about something." Shining said.

Fluttershy and Rhymey then remembered. "Oh, remember earlier?" She asked.

Rhymey nodded and explained…

"We can tell you what is wrong,  
We overheard Goldwin sing a song.  
He's not very satisfied…  
…because he's missing things outside!"

This made everyone feel bad for Goldwin. They all had to remember that they were his friends. His teachers, and pretty much the only contact he had with the outside world, and they ignored him then he was all alone.

"Oh, poor Goldwin." said Rarity "I hate to think of him so upset."

"That makes two of us…" said Lightning "We're all Goldwin's friends and we have to… share our lives with him."

Rhymey nodded…

"I hear your words, and I agree-  
Goldwin is our responsibility."

"Darn Tootin'..." said Applejack "Must be somethin' we can do that can cheer him up."

Pinkie Pie began leaping with joy and glee "I know the perfect way! It's perfect! It's so perfect!"

"Pinkie…! Calm down, and tell us." said Starla.

"A circus!" cried Pinkie "We could all put on a circus just for Goldwin."

A lot of the other liked the idea right off the bat, But Twilight and Lightning weren't exactly sure. "Throwing a circus here in the palace?" asked Lightning. "What would the Queen and Grand Ruler say?" added Twilight

"They'd think it was a marvelous idea." said a voice behind her. The royal alicorns stood there with proud smiles. "I agree…" said Grand Ruler. "After… this is a matter of helping a friend and expressing kindness, is it not?"

The others all agreed. "So be it then." replied Grand Ruler. With his and Celestia's permission, a circus would take place in the main throne room, which was big enough, and everyone would have their own special jobs to do and acts perform in the circus. Lightning and Twilight were in charge of organization and would act as the ring masters.

"Ooh… Ooh!" cried Rainbow "I call being the pony projectile!"

"EEE… I'll be a fantastic clown." cried Pinkie.

Buddy Rose, Artie, and Rhymey all decided to be acrobats.

Applejack would be a knife-thrower.

Starla would be a trapeze artist.

Fluttershy would be an animal tamer.

Rarity would make all the costumes and outfits for everyone.

"This is going to be an amazing circus." everyone thought. But first came the part of setting everything up without Goldwin knowing… which was going to be really easy, as it was already getting to be night and time for him to be a statute again.

The next day, after a good night's rest, everyone got to work and didn't say the magic words to wake Goldwin up, and just left him as a statue so he couldn't see what was happening.

The throne room was already wide enough, and there was plenty of space to set many things up. While the off duty guards helped rig things up, some of the performers practiced their acts-outside, of course.

Though some of them were starting to have a few difficulties in getting things right…

Fluttershy was performing and act with Spike, and getting him to try and play the horns, but Spike kept hitting the wrong notes. "Oh, Spike… I think your tone-deaf." she was sorry to say. "Hey, I told you I can't play the horns." Spike told her "There are plenty of other things I can do."

That's when a rouge pie hit him in the face. Pinkie came along dressed her cute clown outfit. "Ooh… sorry!" she giggled "I guess I didn't see where I was throwing."

Spike did look funny with all that pie and cream on his face, but he didn't feel amused at all. He liked some of the cream "Mm…! Not bad though." He said and then he went off to get cleaned up.

Twilight and Lightning were starting to have doubts that all this would work. So far all the acts didn't seem to be going right, but they kept things organized as best they could. Even with the few minor infractions everyone worked hard.

Easily Rainbow Dashes' act was the most successful. Being a pony projectile, she launched herself up, and up and up and landed perfectly on all fours without the use of her wings. "Yeah!" she cried for joy "I'm so going to hit the big top."

"Well just be sure you take extra care of that crash outfit." Rarity said

Applejack felt confused "If you made that suit for extreme stunts, then why be careful?"

"Really, Applejack…" replied Rarity "Do you know how hard it is for one to work with such fabrics?"

"Never mind that…" Lightning said "Let's get back to work or we'll never be ready by tomorrow."

So everyone kept practicing, and eventually, they were ready to perform…

…Or so they thought.

…

Usually Goldwin was supposed to be a statue at night, but because he had remained a statute for a longer period of time, the magic spell had plenty of power. The room was all set up and extra seats were laid out.

Shining Armor and a few of his guards helped move Goldwin, still a very heavy statute, to the throne seats. "Everyone ready…" Shining asked.

Twilight peeked from behind the curtain and winked at her brother.

The royal alicorns took their seats, Cadence sat in her own throne, and they all said the magic words together…

_"Hocus… Pocus…  
__Alimigocus…!"_

Goldwin awoke and felt as if he hadn't been woken up in a few days. "What happened?" he asked. "What's going on here…?"

The others just smiled cheekily, and the sound of a drumroll was heard.

Two spotlights waved around the room and Rarity's voice echoed as she announced…

_"Ladies and Gentlemen...! New Canterlot Palace is proud to present for one night, and one night only… the fabulous, magical, indoor circus!"_

Magical illusions of fireworks sparked as the performers all marched out. Goldwin could hardly believe his eyes. "Is this really happening…?" he asked. The royal ones all nodded, and Rarity then announced_ "And here are your ring masters; Lightning Dawn and Twilight Sparkle!"_

Twilight and Lightning both appeared in a puff of smoke, wearing ring master outfits, complete with top-hats jackets and everything. Twilight and Lightning welcomed everyone and explained that the show was dedicated to their friend, Goldwin.

Now Goldwin felt really touched, and didn't know what to say.

"Without further ado- let the show commence!" said Lightning.

"And our first act will be… the Amazing Applejack!" said Twilight.

Applejack came out on stage, the audience cheered and applauded. Applejack held up eight real, and every sharp knives in her magic gloves. "Watch Carefully now…" she said as she faced a target, which was a cut-out picture of a changeling, and she threw seven knives right into it, and the last one, she threw it so hard that it actually bounced off the floor and obstructions and slammed into he very center of the cut-out.

Such skill she had from throwing ropes made it easy to throw knives.

Next came "Pinkie Pie… the Clown of happiness." announced Twilight, and indeed she was. Pinkie sang a silly clown song as she did her act- throwing pies, pretending to trip all over herself, dumping a bag of flour over herself.

Goldwin never laughed so hard in his life. Neither did the royal ones. When it came to laughter and happiness, Pinkie was just too much, and they couldn't give her a better round of applause.

The show seemed to be going okay, until when Lightning and Twilight came out to introduce the next act.

"And now, everyone- we must caution you to remain in your seats in perfect silence." said Lightning. "Remembering at all times that margin between safety and danger is very narrow indeed."

Twilight nodded and showed giant cannon to everyone. "A powerful cannon- capable of launching any projectile at least ten-thousand feet up high, and that projectile is none other than one of the bravest ponies around- Rainbow Dash!"

The lights shone on Rainbow as she stood proudly holding her hooves together and shaking them triumphantly. She hopped into the cannon, and waited until the giant sunroof in the ceiling way above was opened wide. The drums sounded, the fuse was lit, but suddenly… it went out, just centimetres away from the end. "Hey!" Rainbow called from in the cannon "What's going on?"

Twilight checked the fuse "Something's wrong" she whispered "I can't get it going…"

The audience was starting to feel a bit dismayed. Lightning and Twilight decided to introduce another act to cover things up. Lightning peeked behind the curtains, "Fluttershy, where are you?" he called.

Spike and Fluttershy's animals pointed under a tablecloth. As expected, Fluttershy was hiding underneath, feeling much too shy to go out there in front of all those ponies. "Ah… I should've seen that coming." Lightning groaned.

Luckily, Starla agreed to go on while the others tried to help Fluttershy come out.

Lightning came back out and introduced Starla's act…

"Sorry, we've had a few minor difficulties." He said "Our next act is… the sensational Starla Shine, who will perform on the flying trapeze, with a magic spell cast on her, so she can't use her wings or her magic, and she has no net below her either. If she falls, it will mean certain injury!"

Starla stood tall and proud on her trapeze high above the cheering crowd, and then she performed her act relying on simple Star Fleet training to maintain her balance and posture, as well as do her tricks.

The crowd was amazed. Grand Ruler was especially proud to see Starla putting her training to excellent use. By the end of her routine, the three acrobats, Buddy Rose, Rhymey, and Arite went on next.

They were pretty good, but the problem was Rainbow's cannon still wouldn't work, and Fluttershy was still too shy to come out from under the tablecloth. No matter how much they tried to convince her, she just wouldn't come out. "I can't!" she cried "What if I make a mistake? What if everyone laughs at me? I don't think I could take that."

From the sudden sound of the applause outside, the acrobats had finished their act. "Oh, no!" groaned Lightning. "We've got to do something- but what?"

The longer they stalled, the more the audience was growing a little impatient.

"What's going back there?" asked Goldwin. None of the others knew, but whatever was going on had to be serious. Suddenly, Goldwin had an idea...!

Twilight and Lightning, along with all the others were still baffled about what to do, until they heard the sound of music playing and the audience cheering. "What's going on?" asked Twilight.

Applejack peeked through the curtain. "Come here…!" she motioned to the others. Everyone peeked through and saw Goldwin, actually there on the stage, and he was not only juggling, but dancing wildly while doing it too.

Twirling and flipping as he kept the balls flying, he even did the impossible and juggled the balls using only his wings, no gloves. The audience cheered wildly when he finished, and all the performers, except Fluttershy and Rainbow emerged from the curtain cheering as well.

"That was incredible!" cried Pinkie.

"You got some smooth talents…" added Artie.

"Aw, gee… it was really nothing." said Goldwin "I just felt something was wrong, so I decided why not help out. Just my way of saying thank you to you all… you know, for putting this big show for me."

Everyone smiled and Twilight and Lightning gave Goldwin another announcement to the crowd. "Another big round of applause for our surprise guest performer…"

"Goldwin, the dancing juggler…!"

The crowd cheered again and Goldwin took a bow, but the excitement was interrupted when Rainbow's cannon fired and launched her way up high through he sunroof opening. Everyone watched in awe as she soared up, up, up... and since Rainbow wasn't ready, she was having a hard time controlling the way she came back down again, and she was falling too fast for her wings to slow down her fall. "HELP…!" she screamed.

Fluttershy finally peeked out from behind the curtain, and quickly whistled for spike and her animal friends to get the safety net set and together they managed to set the net up just in time as Rainbow hit it, safe and sound.

This made the crowd cheer the loudest it had all through the show, and Fluttershy only just realized what she had done in front of all those ponies watching. "Don't be shy. Take a bow." said Buddy Rose.

Fluttershy smiled and bowed graciously.

Despite all the slight mishaps and delays the circus was a success, but sadly it was all over now, but Goldwin couldn't thank everyone enough. "We were happy to do it for you…" Twilight said.

"You're our friend, and that's what friends do- they help one another." added Lightning.

Celestia and Grand Ruler were very proud of everyone for showing such acts of extreme friendship and kindness, as well as learning a good lesson as well…

_Some friends weren't like others, and weren't able to do many of the things they could do, and it was very important to share their lives with those friends._

The royal ones bowed, and everyone else bowed back.

It was a night for everyone to remember.


	8. Seek and destroy?

**EPISODE SEVEN**

Lightning was giving a lecture at the Star Fleet academy for all the civilians to brush up on their survival skills during the war. Lightning even showed everyone slide reels of footage take from previous battles on Unicornicopia, and just how merciless some villains were, and how life in Dimensional Space was nothing to underestimate.

"And so…" he said "To recalibrate: There are three basic rules to follow…

Rule One: Do not enter battles- You cannot get harmed by a battle if don't get involved. When the alarms sound, do whatever you can to reach the nearest shelter before the force-fields activate. If, however, you are unable to reach any shelter in time, stay as far from the danger area as you can to avoid being seen or involved.

Rule Two: Help or hide- If you do get trapped in the battle area with no means of escape, help out as best as can or just stay out of the way. Leave it to the professionals.

Finally, Rule three: Defeat the bad guys, either by forcing them to retreat. Render them weak enough to capture and imprison them, or if and only the situation truly calls for it and you have the authorization… destroy them!"

Lightning then answered many questions the listeners cared to throw his way, such as "Why destroy monsters?"

Lightning explained that just as they had studied and seen- Some monsters and demons were far too powerful to be contained, and using the power of friendship to try and reason or weaken them would do no good, and some monsters were not actually true living beings but rather a monstrous creation made of matter, organics, or simple objects whose only purpose was to destroy. "We ourselves, in many ways detest having to destroy other creatures, but it isn't advisable to let the roam free either at the risk of more innocent creatures and worlds being in danger."

"Any other questions…"

A young mare stood up and asked a question about world warping in space. "Is it always necessary for us to warp to other worlds using a portal and dimensional pathway?"

Lightning explained that the pathways connecting all the worlds to United Equestria not only served as instantaneous travel between worlds, but it also provided safety. "Our Dimensional Universe is composed of intense levels of warping energy. If you try to enter Dimensional Space without a pathway or some form of proper protection, such as a ship, you will be instantly warped to a random area. There's no telling where you would wind up."

He recalled the story of the time Grand Ruler Celesto was captured by Nightmare and launched into space where he was warped to a distant and uncharted planet, which later became Unicornicopia and the beginning of Star Fleet. "Despite all the worlds we occupy and have explored, ninety-seven percent of it all is still uncharted. That is an awful lot of space to get lost in."

A bell rang indicating the lecture was over, and as the ponies and other creatures exited, Lightning reminded them all to read up on what he had just taught them in libraries. Then he, too, left the auditorium.

Starla, Krysta, Twilight, and Spike met him outside and complimented his lecture. "Well, I didn't write it." Lightning "Grand Ruler gave me this lecture as well, he told me to pass it on to everyone at this meeting."

"I still thought it was great." Starla said.

"Figured, you would…" Lighting teased and he pecked his mare-friend on the cheek.

Twilight didn't look too thrilled though. "Twilight, are you okay?" asked Spike.

Twilight hated to admit it but she was still a little shaky on the fact of having to destroy creatures. "I know sometimes we have to, but… I still don't think that it's right. It makes us no different than they are."

Krysta hovered near her "Twilight… I like you, but… sometimes I think you really need to wake up and stop kidding yourself."

Twilight took that a little offensively, but the others agreed with Krysta. Even Spike agreed. "If we hadn't done that, then Titan and all the other bad guys from the previous war would've killed us all long ago."

"I know!" Twilight said sounding annoyed "Do you have to give me this same boring speech every time? I understand, but I just don't feel anything good comes out of it."

"Never mind, Twilight." said Lightning "Maybe one day you'll see."

Starla nodded "In the meantime… who's up for some milkshakes?"

Spike leapt for joy. "I could go for that."

…

Meanwhile, Chrysalis was in a deep sleep while the love energy that was captured replenished her life force. To the sides of her throne, where she was resting, were two sets of two very large containers housing the energy and transferring it into her magically through as she slept.

Guards were standing watch all around for her protection. No one was allowed to disturb the queen.

Elsewhere, the captain was in a secret lair- a place where he knew neither Chrysalis nor any of the other remaining changelings would never even guess of where he could work in privacy.

He seemed to be building up something diabolical. "Wonderful…" he hissed "I still haven't lost my touch in my design process. I just need one thing more." He reached down to the floor and moved a false stone panel away revealing a secret compartment containing a single box, and inside the box were several spheres containing the exact same glowing energy from the containers by Chrysalis' throne.

The captain took hold a sphere and placed inside the body of his creation. "Forgive me if I forgo the kiss my sleeping beauty, but the time has come for you to awaken." he teased "I have a little job for you."

Finally, it was very, very dark, but he seemingly removed his left hoof from his limb as if it weren't real, and attached his limb to the creation, a powerful glow of energy shined, and suddenly, the creation came to life. The captain's eyes glowed red as he chuckled sinisterly, yet softly. "Now it begins!"

…

The Cakes served the party their milkshakes. Pinkie joined them after helping put baby Pound and Pumpkin down for their nap. Krysta had her own special drinking glass for just her size.

Spike let out huge belch after finishing his shake. "Spike…!" snapped Twilight.

"Sorry…!" Spike said "It was that good."

Mr. Cake came along with another milkshake "Thought I'd be ready in case you asked." He said.

Spike couldn't thank him enough.

Pinkie was just happy her friend came along with smiling faces, only Twilight still seemed to be a little down. "What's the matter, Twilight?" she asked "Come on. Won't you smile?" but Twilight didn't feel much like smiling, as the part of Lightning's lecture about destroying enemies still got to her, and the others didn't know what to say or do. Even Pinkie seemed to be able to deal with it more than Twilight.

The only time she ever took lives were back in the war before Equestria was destroyed.

She destroyed Titan's evil minions. Then again, they were only made of corpses and graveyard soil- artificial beings that were made only for war and conquest. So they weren't really all that alive.

She helped defeat the spirit of the evil Nightmare Moon, once and for all, along with everyone else, and as well as the evil Titan himself. If those creatures hadn't been destroyed, everyone no one would be alive now, not even her, and United Equestria wouldn't be there, and the universe would be in eternal peril. "Still… I just don't feel right about it." she simply said.

"Twilight…" Lightning said "What are we going to do with you?"

…

Meanwhile, Brain had taken his class to visit the local water works in New Ponyville, which supplied the drinking water for the entire village. They saw the plant, the systems, and the best attraction was the large dam that kept all the water secure so it could all run safely into the streams and rivers, and the rest would enter the plant to be cleaned and used for perfect water for cooking, washing, drinking…

Brain lectured his class on the many different functions of the plant, and told them to document everything they would learn for a quiz soon.

Suddenly, one of the students looked down and saw someone approaching the dam. She motioned for Brain to come and take a look. Her teacher looked down and had never seen any creature like that before. "Curious! Most curious…" he remarked.

It looked like a pony made completely out of metal, with a steel horn on its head. "What is he doing?" the students wondered. Brain suddenly had a shaky feeling inside him, and it was answered when the creature began to attack the side of the dam! The guards immediately dashed out to try and stop it, but were unsuccessful as the creature bashed them all away.

Brain quickly sounded the big alarm, warning the kingdom there was danger. "Children, quickly, get inside!" Brain ordered, and his students obeyed their teacher and dashed inside the water-planet before the shields appeared, while he remained outside and headed down into the lower are of the dam, and he was soon joined by Lightning and the gang. Lightning and Starla were already transformed. "Brain, what's going on?" asked Lightning.

"See for yourself!" Brain said as he pointed to the creature. "What kind of creature is that…?" asked Twilight. "I thought you'd know." said Spike.

Whatever it was it seemed to be trying to destroy the dam, which meant all the water would rush out and wipe out everything in its path for miles- Towns, forests, farms, and all!

"Twilight, quick, Get the changeling out of him!" said Starla. Twilight agreed and tried her splitter spell, but surprisingly, it didn't work. The creature didn't even flinch. Twilight tried again only to have the same result. "Nothing!" she said "If my spell didn't work… there's no changeling in him."

"No changeling?" cried Pinkie

"But that means he's not being controlled." added Lightning.

The creature was still attacking the dam, and the other tried to fight it, only to get bashed and kicked away hard. It felt is if they were fighting a steel wall. "Good heavens!" cried Brain "He certainly is strong."

Pinkie tried to kick the creature again, but then leapt about holding her hoof in pain. "Ouch! Oh…! That smarts!" she cried.

"Try to capture it!" suggested Spike. Lightning and Starla agreed and readied their weapons. "Fire…!" cried Lightning as he fired his blaster and Starla tried her **_"STARLIGHT ARROW…!"_** with her bow set to capture-mode. They were careful not to shoot the dam itself.

The two attacks hit the creature hard, knocking into a wall. "YEE-HEE…! We got him!" cried Pinkie as she leapt for joy. The others cheered, but they suddenly stopped when they saw the creature rise up from the dust. "It didn't work!" cried Starla.

The others couldn't believe it much either, but the creature seemed immune to capture magic. Twilight tried some of her other containment spells, and force fields, doubly proving that the creature couldn't be held back or contained. Whatever this creature was, it was heading back towards the dam to break it. "Get him!" shouted Lightning and everyone dashed over to fight the creature again, only to continuously be shoved away by the creature's amazing strength, and by this time the creature seemed to be losing patience.

Its eyes began to glow and it shot powerful lasers at everyone. Sparks flew everywhere and everyone fell to the ground. "Whoa! How did it do that?" asked Spike.

The others weren't sure, but Lightning began to realize that if they couldn't contain it, they had only one other option. Starla agreed with him. "You mean…?" Twilight asked "Are you saying?"

Starla nodded "We destroy him!"

Twilight felt a nasty turn in her stomach. "But… that's just…!"

"Twilight, what choice do we have?" asked Spike. "Look, we know how you feel but you know what our orders are."

"But, it's another creature's life." said Twilight "I don't think I can do it again."

"Twilight, you must be sensible." said Brain, and he gave her the old _one life against many _lecture. Pinkie already realized the seriousness of the situation and dashed back to help Lightning and Starla, only to get slammed hard on the head. She stumbled around all dizzy with stars round her eyes and then collapsed hard with her lounge hanging out.

"Pinkie!" cried Twilight as she and the others ran over to help get her away from the battle area- while Starla and Lightning were still having a lot of trouble with the creature. They tried with all their might but could hardly put a dent in his armor, while the creature continued to blast.

Twilight never knew if she'd forgive herself, but her friends needed her, so she left Pinkie in the care of Brain and spike and ran to help the fighters. She blasted the creature hard in the chest with a powerful beam of magic, and finally managed to deal it damage, but also busted open a secret compartment in its chest revealing wires and small lights and other technological things.

…Also a small glowing orb of energy.

"Huh…?" remarked Twilight

Starla and Lightning gazed in awe, and Brain could see from afar "I wouldn't have believed it possible."

"That thing… it- it's a robot!" cried Spike.

_"A Robot?"_ the fighters said at the same time. Nothing could explain it. The way he seemed so strong and shooting beams from his eyes. Still, now Twilight didn't feel so bad anymore, for this was another creature that was not really alive and they could destroy it, but that was still no easy task.

"What if we try shooting at the glowing core?" asked Starla.

"It's worth a try." said Lightning "Spread out!"

The three fighters spread out, and each took turns. First, Lightning flew in at incredible speed and booted the robot away from the dam hard and out into the open. Starla and Twilight stood side by side. "Ready…?" Starla asked.

Twilight nodded "Let's do this."

The robot began to charge towards them and Starla set her bow on destroy, and she powered up with all her might. **_"GALACTIC PROJECTILE…!"_** and fired it right at the robot's face badly damaging it, and Twilight fired her strongest beam of magic from her horn right at the robot's open chest, shattering the glowing orb. The robot began to malfunction and spark like crazy, and then it fell over and exploded into a pile of burning metal debris.

"All right…!" cried Spike "They did it!"

"Satisfactory…!" cheered Brain "Most, Most… Most satisfactory…!"

Twilight was panting heavily after using such a large amount of power all at once. "How do you feel, Twilight?" Lightning asked. "I'm shaking." Twilight answered "But that's probably from the battle."

Starla smiled at Twilight for a job well done, at the same moment, Pinkie Pie woke up from her daze. "What happened…?" she asked all woozy "Did we win?"

…

The Captain had seen everything, and he wasn't too upset that his robot creation failed as it was only an experimental test. "A small sample of what I have in store for you, Ponies. Just you wait."

He silently snuck out of his secret lair, and made his way back to the fortress where he was summoned before Chrysalis at once. "You summoned me, my queen?"

"Yes…" hissed Chrysalis "Can you explain this…?" she asked as she motioned to the jars of energy by her throne. They had been drained form her long rest period as her life force was reenergized, but the jars seemed much lower than they ought to have been, even after her long rest, but there was no indication of any leaks in the jars.

The captain, who was really the culprit and secretly stealing the energy for his projects, pretended to be concerned. "This is an outrage!" he snapped "My queen, if I had been here…"

"I don't want to discuss details." snapped Chrysalis "I just want to you to find out who did this and why and when you do… bring them to me!" he had that glare in her eyes meaning she would punish whoever was responsible dearly.

The captain bowed and promised he would find whoever was responsible, and as he walked out the throne room he thought nastily, _"The day will come, Chrysalis, when I will squish you like an insect!" _

_…_

Pinkie Pie was resting in bed with an ice-bag resting on her aching head. "Ooo-ooh…!" she groaned. "I never thought it was possible to hit your head that hard."

"Shh… just relax, Pinkie." said Carrot Cake

"You'll be just fine." added Cup Cake

Starla and Lightning, again, thanked Pinkie for her trying to help before leaving her to rest, while downstairs Twilight was writing her report to the queen and grand ruler, about she learned that sometimes when others were right it was best not to be skeptical about things but rather do as she was told. If they were going to survive in this war, everyone had to follow orders- everyone!

She gave the report to Spike who sent it off. That's when Lightning and Starla came downstairs, all of them were glad the robot was beaten and Pinkie's injuries were only minor… but still… that Robot- if, obviously, Chrysalis didn't send it then who did and why? Brain had gathered the scrap remains of the robot to try and examine it and maybe find ways to help make their weapons and armor stronger for future battles, while at the same time everyone would train a little harder to boost their strengths and magic.

At least the kingdom was safe… for another day!


	9. Right as Wrong

**EPISODE EIGHT**

New Sweet Apple Acres, just as beautiful and as peaceful as it was before Equestria was destroyed and United Equestria was created. Only now it was much bigger with a lot more land than it had before, which meant there were tons and tons of apple trees which meant it would take a lot longer to buck them all off, unless Buddy Rose was there.

Applejack and Big Mac had been up since dawn putting all the baskets under each and every single tree, and Buddy Rose was working in his garden waiting for Applejack to give him the signal. "Okay, Buddy… let 'em have it!" she called.

Buddy Rose nodded and flew high over the orchards and used his **_"PETAL DANCE…!" _**to send his swarms of razor-leaves at the trees- skillfully cutting all the apples off at once and landing them in the baskets. Whole orchards of trees would be stripped of their apples within minutes, which meant all anyone had to do was carry the baskets back to the barn. A very good system, for many more trees equaled much more work to be done.

Of course on occasion, Applejack and family still liked to buck the trees, but were grateful to have Buddy Rose living with them. "Boy sure hasn't lost his touch." Applejack said.

"E'yup…" said her brother. "Wish I could do that."

Buddy Rose was just glad he could help out, especially when Apple Bloom wasn't around. She had gone into town because one of her favorite singers was performing in the town square.

Hayden Joanings, a renowned country and western singer and musician ground-unicorn who had one of the most magical abilities. Whenever he sang a song, he would his magic to project images like a story from the song.

Applejack and Big Mac were fond of him too, and even had one of his posters hanging up by the barn, but sadly they couldn't go with all the work there was, and they did have to watch Granny Smith, which today seemed easy as she just sat in her chair and kept gazing heavenly at the poster of Hayden. "Ahh… Joanden Haydings!" she would call him.

The others rolled their eyes typically, and then got back to work.

By the time they were halfway through hauling the apple baskets in, did a very glum looking Apple Bloom come walking by with her head hanging low. "Hey, sis…" said Applejack "What'cha doin' home so early for?"

Apple Bloom looked up at her sister and said "The concert was canceled."

"What?" snapped Applejack "Canceled?"

Apple Bloom explained that Hayden never showed up and no one knew where he had gone. So the show was canceled, but at least everyone who came got their money back for their tickets refunded. "I just wanna to go my room." Said Apple Bloom and off she went with a face bluer than a wet weekend. Buddy Rose and Big Mac saw everything "Poor thing…" Buddy Rose said "It doesn't make sense. Why would Hayden not show up?"

Big Mac shrugged and shook his head.

Apple Bloom spent most of the day in her room as quiet as a mouse. Every now and then she'd hear a knock at the door followed by someone asking if she was okay. Eventually Applejack came in and had a heart-to-heart talk with her sister and it helped perk her spirits up a bit.

Eventually she came out of her room to help the others with the apple hauling, and by sundown the work was all done, and everyone sure felt bushed, but there was still a whole lot more work to do in the morning. Some of the apples had to be shipped, others turned into sauce, cider, Granny Smith's famous apple butter… Buddy Rose even had some crops to pick and then plant new seeds.

Life wasn't easy on the farm, but everyone sat together all curled up by the fireplace for a nice relaxing fire.

Suddenly, there was a knock at the door. "Bells, bells, all I hear is bells." said Granny

Applejack went to answer the door and saw an exhausted, starving and dehydrated pony who wore a ragged old trench coat in the warm night. "Sweet Mercy Me!" cried Applejack.

The pony begged for help, and to come in, and seeing as how he really needed help, Applejack was quick to bring him in. "Thank you!" he cried "Thank you so much! I don't know where else to turn to."

Everyone helped the stranger inside and sat him down in the living room. Then the stranger took off his hat and coat and everyone gasped, especially Apple Bloom. "Why- you're… you're…!

"Hayden Joanings, little missy…" It was defiantly him. He was the same color, was a ground unicorn and had the same cutie-mark; a guitar picture with magic sparkles around it.

They all gave him some warm soup and some water, and Hayden felt a little better and he asked if he could have lodgings for the night as he didn't have any place to go as he couldn't face all the ponies and creatures he let down at the concert who were bound to be mad at him for just running off. "But I just couldn't perform. Please, can't ya'll let me stay here, I won't be too much trouble."

The others just couldn't refuse and Buddy Rose allowed Hayden to stay at his house across the way from Applejack's, but before retiring for the night, Apple Bloom asked Hayden why he skipped his concert.

Hayden looked as if he had lost his best friend and answered "Well… I guess… my heart just wasn't all together." That's when he left to retire for the night and the others now understood why he left the concert, having a broken heart. The only question was what hurt him so much and would Hayden be up to discussing it?

…

The next morning, Hayden felt a little better, and even offered to help everyone with their chores. He used to be an old farm boy himself and had a knack of gardening and taking care of livestock.

He even helped Apple Bloom with her chores, even showing her some tricks he learned as a colt to help her make harder chores seem easier, without using telekinesis or other forms of magic… like tossing hay loads into the upper area of the barn, or an old horse whispering trick to get disobedient animals to behave themselves.

"Ya could'a just a-a-a-asked." the sheep would reply.

Applejack and the others couldn't help but think it was cute the way Apple Bloom and Hayden were getting along so well, but all three of them still were curious about what upset Hayden to make him skip the concert.

Every time they tried to ask him, Hayden didn't seem too keen on telling them. "I don't wanna be a bother. It's my problem, I should face it alone."

"Horse feathers!" said Applejack "Ya know if you've got a problem you should tell someone, or else how can they help ya?"

"Well that's just it…" said Hayden "I don't reckon anyone out there can help, not with this problem."

"How do you know that for sure?" asked Buddy Rose.

Hayden admitted he didn't know "I guess you could say I'm nervous like a dormouse scared of the barnyard cat." Then he went off to get back to work, and that's when something fell out from the pouch on his belt.

It was a small list of the names of mares. Seven names and all of them were crossed out. "What is this?" Buddy Rose wondered aloud

"Some kind'a list maybe." said Big Mac.

"Who are all those ponies?" wondered Applejack.

…

All the rest of that day, Hayden helped everyone, and by midafternoon he announced that he was going to take off, and head home. "I think I've taken up enough of your generosity." He also thought maybe it was time to announce his retirement from the music world.

This really shocked everyone. "Come again…?" asked Granny "Really… I didn't hear ya?"

"But you can't just retire…" said Apple Bloom.

"Oh sure I can, missy. All the great stars know when their time has come to step aside and let someone else have the spotlight."

"What are you running from exactly?" asked Buddy Rose.

Hayden felt insulted "I ain't from no one, sir." Applejack gave Hayden back the list they had found. "Oh…!"

"Mind tellin' us…?" asked Applejack.

Hayden just hesitated and felt nervous. "Come on, fella…" said Big Mac "Let's put our clothes on the line now. Tell us what ails ya."

For once, Hayden felt he couldn't hold it back anymore. So he decided to explain, and what's more, he decided to do it through a song he had written but never actually sang to anyone before.

Apple Bloom leapt for joy that Hayden was going to sing.

He used his magic to make his guitar appear and he donned his magic gloves so he could play it, and as he tuned the strings he explained how he was grateful of having many adoring fans, but… when it came down to it, he was as lonely as a wood-tick on an open prairie.

He longed to find that special someone, and maybe have a family of his own and make a life outside of his music, but in the past few years it just never worked out for him. That list the others found was the names of all the wives he had.

"You were married seven times…?" asked Applejack, almost unable to believe it.

"Yep!" replied Hayden "And neither one of them worked out for me. That's why they're all crossed out."

Now that his guitar was all tuned up, he started singing, and of course used his magic to show images, almost like looking into his past… to the day of his first wedding.

_I was so happy at my wedding  
__We had everything at our bay  
everyone thought we were heading  
__up the loving easy way  
we'd have a perfect country mansion  
__A big white fence that streched real far  
they said our love was just eternal  
__It was written in the stars…  
…Wrong! _

_I should have known it all along  
when the future's in your sight  
everything will turn out right… _

_…Wrong!_

…

As Hayden played the instrumental verse, the others felt awful, especially when the images showed Hayden's first wife just abruptly leaving him because she thought he was boring. It was almost as if she only married him because he was famous, and then just left him out of the blue.

…

_I was all but broken hearted  
__When she left me and it was done  
Soon the sadness had departed  
__And I found me a brand new someone  
I said "This time it will be better"  
__I wouldn't go down the same road twice  
This time she wouldn't leave me  
__and everything would go real nice...  
…Wrong! _

_I should have known it all along  
when the future's in your sight  
everything will turn out right… _

_…Wrong!_

_And here's the moral of this song  
When you think the whole way through,  
you think things will go right for you..._

_…Wrong! _

…

It was exactly the same story every marriage. It never turned out right.

…

_Wrong...!_

The song finished, and the rest was pretty much read for itself. Hayden's seventh wife had left him on the night of the concert, and poor Hadyen was heartbroken and was finally accepting the hopelessness that maybe he'd never find himself a steady wife. He was in no condition to perform, but didn't want to face the crowds.

He never told anyone about his issues with marriage as he didn't want anyone to worry about him, and go out of their way to try and help him in a situation that they couldn't. That's why Hayden was thinking of quitting music. It was reminding him too much of all his failed marriages and making him upset.

The others couldn't blame him for wanting to quit, but insisted he not do it. "You'd just be running away from your problems. That doesn't mean you'll escape from them." said Buddy Rose. "And what about all your many fans?" asked Applejack "Surely ya don't wanna be lettin' them down."

"Uh… well…" Hayden knew deep down he didn't really want to disappoint his many fans. "But if they found out my problem-"

"…But they haven't." Applejack said "Ya haven't actually told anyone how ya feel. Ya need to be more open with others. It's the only way they'll understand."

Now that Hayden thought about, apart from his "Wrong" song, he did have a few other songs he wrote about how badly he felt after his wives left him, but never actually sang them to anyone else.

"Think of it this way…" Apple Bloom said "What would ya rather have- a whole world full of fans that just love ya and understand ya to pieces, or some cheesy wife who doesn't even love ya for who ya are?"

Hadyen nervously twiddled his glove's thumbs pondering over what to do, but ultimately decided "All right. I'll do it, but eh… only if y'all will help me."

Everyone's eyes lit up and they were quick in saying yes.

…

Hayden stayed at the acres for a few more days as he and the others worked together to start another concert, to make up for Hayden's last one. Only this time, they wouldn't charge any fees to make up for last time, and it was bound to bring more to the concert.

All together, they built a stage and set everything up in the open fields, and set up posters all over the town, and on the night of the concert, Applejack invited Twilight, Lightning and all the others early to give them front row seats. "What's all this about again…?" asked Lightning.

Krysta wanted to know the same thing "Is it a concert for charity…?"

"And why weren't we charged with admission?" wondered Twilight

"Who cares? We got the best seats." said Spike as he relaxed with his bag of small diamonds "…And good snacking."

Soon, the place was packed with lots of ponies, and the larger creatures sat way in back. The concert was ready to begin, as Apple Bloom and Applejack came out to welcome everyone.

"Now you must be wonderin' what y'all are doin' here tonight? Well, we've all got a special treat for you."

"Let's put our hooves, claws, gloves, or whatever you may have for our own special guest… Hayden Joanings!"

At first everyone was surprised, but then cheer loudly and wildly as Hayden stepped out on stage. He thanked everyone for coming and apologized for his behaviour at the last concert, and then he explained why, and everyone, thought surprised, understood and found it easy to forgive him.

He also took the opportunity to thank Applejack and the others for helping him and admitted that he was thinking about quitting. "Well, I know none of you would like that." He said "Come to think of it… neither would I."

"I know y'all have a hard time understandin' and ol' country horse like me. Sometimes I do myself, but one thing I know now- If were to give up my music, I'd be givin' up on life itself, like an old race horse done with livin' and bein' put out to pasture… and I got way too many songs to sing and plenty of you fans to please to be ready for that now."

The crowd cheered again, and Hayden began his first song, as the concert continued, he let Applejack and friends sing and dance with him on stage. Hayden also sang a few of those sad songs including his "Wrong" song, but at the end of each one, he began to feel lighter, a little more cheerful thanks to getting all that stress out of him and telling lots of others.

The concert was a huge hit, and it was almost as if everyone had found a whole newfound level of respect for Hayden, even though no admission was charged, a lot of the creatures threw him gold coins, they're way of expressing their pity over all his failed marriages. "Well… don't that be doggoned?"

By the time everyone was leaving to head home, Hayden stopped to thank Applejack and the gang one last time. "Never would'a found my backbone if weren't for y'all believing in me and showin' me the light."

"It's what we're here for." said Buddy Rose.

"E'yup!" agreed Big Mac.

"You take care of yourself now, young Joanings." said Applejack "And remember what we told ya…"

Hayden promised he'd be more open with some of his feelings, especially if it meant he might get some help whenever he was feeling down. Just before he left, Apple Bloom asked "Will you ever come back sometime and visit?"

Hayden smiled and patted her head "Missy, you got yourself a done deal."

…

As Hayden headed off into the night, he wrote his report…

_"Dear Queen Celestia and Grand Ruler Celesto…_

_I reckon there's hardly anything that haven't seen or done twice, but I have learned today that it ain't right to keep your feelin's all cooped up to yourself. No one can help ya if ya don't let'em know, and worse than that, ya may not even be able to help yourself and ya may end up making mistakes you'll regret later._

_Maybe I will find me a real steady wife one day, but in the meantime I'd much rather be happier with many who do love me than just one that don't. Hmm, I think might make a song about that."_

_…_

And he did, and it was a real hit with all his fans all over United Equestria, and it wasn't long before Hayden was married for the eighth time, and this time… it looked like it was for keeps.


	10. Trial by trust

**EPISODE NINE**

Starla and Lightning were both in big trouble; they were called before Grand Ruler and Celestia at the royal palace to discuss charges for baffling insubordination, and for nearly causing a load of trouble when a changeling that was captured that day had almost escaped.

All their friends were sitting in their seats. Dyno and Myte had bandages on their limbs and round their heads. Celestia banged her gavel, and Grand Ruler read the charges against the two warriors…

-Insubordination  
-Failure to cooperate and aid one another in battle  
-Not looking out for your comrades  
-Allowing the near escape of an enemy.

"Never in all my years of command have I seen such charges, especially from two off our finest, not to mention my own apprentice."

"Would you two care to explain what happened?" asked Celestia, "And remember to tell the truth, the whole truth, and nothing but the truth."

Lightning and Starla told the story from the beginning…

…

It all started one day when Lightning and Twilight were visiting Dr. Penny for their regular physicals, as ordered. Lightning checked out okay, but Starla, her hind legs had gotten very skinny lately from too much training and struggling. It wasn't serious medically, but Starla felt terrible, and she could feel the difference in her legs the way her boots didn't feel a perfect fit.

She felt that others would make fun of her if they found out, and made Lightning promise not to tell anyone about her legs being _"Skinny as pancakes."_ Lightning promised his mare-friend and they sealed it with a soft kiss…

…but the very next day as Starla was passing by in town, she overheard Lightning talking to some other ponies and Dyno and Myte and she heard him say the words "They were _skinny as pancakes. _Can you believe what she did…?_"_ And everyone shared a soft laugh, but Starla, she felt tears coming to her eyes and her heart aching.

When Lightning met up with her, she refused to talk to him and just walked off in a huff. Lightning tried to ask what was wrong "Don't talk to me!" she would only say "You've said enough." Lightning was very confused and kept following Starla all the way home only to have her slam the door smack into his nose "Ow…!" he groaned. "Fine…! If that's the way you want to be…"

The next day she was just as stern and as distant towards Lightning as possible. Finally, Lightning had no choice but to pull rank on her "Starla Shine, what is wrong with you, and this is an order!"

Realizing that Starla had no right to refuse orders, and Lightning, being a captain, was her superior. "You told my secret!" she said "You promised me you wouldn't and you went right behind my back."

"What?" snapped Lightning "No I didn't."

"Yes you did!" protested Starla "I heard you. I saw you."

Lightning tried to protest that he didn't know what she was talking about and that he didn't betray her secret to anyone, but Starla knew what she saw, and she didn't care to ever have anything to do with Lightning again, orders or not! "Goodbye, Lightning Dawn!" and she stormed off.

"Starla…!" Lightning said. He felt absolutely crushed, being blamed for something he knew he didn't do, and Starla wouldn't let him explain.

As for Starla, she made it home, threw herself onto her bed and burst into tears bewailing that she had lost her colt-friend. "How could he betray me like this?" she sobbed.

…

"So you felt that Lightning had betrayed you…" said Celestia.

"What happened after that?" asked Grand Ruler.

Lightning and Starla that it was most certain that Chrysalis had been observing them…

…

Chrysalis couldn't stop laughing and mocking at Lightning and Starla's fallout. "They no longer trust each other- the perfect time to launch another attack."

The captain bowed to her "I couldn't agree more, my queen. I'll have a changeling sent down immediately."

"Yes! Do that." said Chrysalis "And make sure to gather a lot of energy."

…

Lightning went and talked to some of his friends about Starla, and Dyno and Myte were baffled and shocked.

"I didn't even know she had a secret." said Dyno

"What is it…?" Myte asked only to quickly withdraw what he asked. "Sorry."

Lightning sighed heavily "I just don't get what's wrong with her." he said "I keep trying to tell her I didn't betray her, but she won't talk to me and worse, I can't even order her to tell me everything, it just makes things worse."

Krysta felt bad for Lightning and so did Spike, and they wished there was something they could do, but Lightning told them not to. He didn't want to risk their getting upset if Starla gave them the cold shoulder too.

"Don't keep beating yourself up like this, Lightning." said Twilight "I'm sure Starla will come around soon."

"I hope so." replied Lightning.

Just then, the alarms sounded. There was an attack in progress. "Let's go!" snapped Lightning, and off they went to the danger area.

Deep in New Ponyville, a changeling had taken control of Ms. Cup Cake, and she was terrorizing the town and every creature she ran into she used a hypnotic trance to knock them to sleep and then steal their love energy. Carrot Cake couldn't believe his own wife, and Pound and Pumpkin were frightening little foals crying in Pinkie Pie's limbs. "It's okay." She cried "...It's okay, kids!" but she herself felt like crying in fear.

That's when Starla dropped down from the skies, "Halt!" she said.

Ms. Cake laughed wickedly as the changeling controlled her. _"Foolish creature…! You think you can take me on alone?"_

"Not alone…!" said a voice, and there stood Lightning and the others. Lighting and the twins were already transformed, but Starla didn't seem too happy to see them. "Ay, Ay, Ay! That's a sharp look…" said Dyno.

"Never mind that now." Twilight said and she used her splitter spell on Cup Cake, ejecting the changeling out of her. Krysta and Spike dashed over to help Cup Cake to safety. Carrot Cake was overjoyed to have his wife back, and the kids could feel their mama was back to normal.

Now the others could fight the changeling, only Starla seemed more interested in fighting all alone, and he wouldn't let the others help her, especially Lightning. "Stop trying to help me!" she said "I'm not flat as a pancake!"

She began to fight all by herself. She did an okay job at the start, but without help, the changeling was starting to get the upper hand, and kicked her hard in the chest sending her crashing into a crate of apples. "Starla…!" cried Lightning as he ran over to help her up, but she slapped him away "I don't want _your_ help!" she growled.

"Starla this is no time to be grouchy!" Lightning protested, and the two of them began to squabble back and forth. Twilight tried to break them up but the twins convinced her to help them fight. Only problem was, even with the force-fields up around the homes, Dyno and Myte didn't dare use any of their explosive or ground attacks, or fear shaking things up, they would have to fight regularly.

Twilight was still able to use her magic, but this changeling wasn't like any of the others. It had been secretly training, and observing their fighting styles, without the whole team ganging up on it, the changeling was able to overpower Twilight and the twins easily.

"Lightning…! Starla…!" cried Twilight

Starla and Lightning finally broke up their squabble and dashed over to try and help the others, but the changeling saw them coming and knocked Twilight away, and blasted the twins hard into a pile of crates with its magic began to dash off.

"It got away!" groaned Twilight

"Well I hope you're happy." snapped Lightning.

"Oh, so this is my fault now?" protested Starla "Why am I even talking to you?" and she stomped off in a huff. Leaving the others to help Dyno and Myte up, and the both of them had gotten injured in the crash. Both of them were very annoyed with Lightning and Starla.

Even Twilight Spike and Krysta were angry with Lightning for squabbling with Starla instead of concentrating on the battle. "Grand Ruler and Queen Celestia would be ashamed of you and Starla." said Twilight, and she and the others went off to help get the twins treatment for their wounds, leaving Lightning all speechless. Now more of his friends were mad at him, and the changeling was on the loose.

The best thing he could do now was go and find it, and capture it. Then maybe find Starla and work this whole thing out.

Meanwhile, the changeling had retreated into a nearby forest to catch its breath. "That was a close one." it panted. "I've got to think of a way to gather up more energy and then strike them again."

"Pst…!" hissed a voice. "Agent, this way…!"

The changeling followed the sound of the voice to find the captain. "I bring you a message from Queen Chrysalis." And he handed the changeling a letter saying that Chrysalis would meet the changeling in a secret place to join in the fight so they could wipe out the enemies together.

The changeling wasn't sure what to think, but an opportunity like this was hard to pass up, and so the changeling agreed. Unbeknownst to him, however, the captain had forged that letter as a setup he was plotting.

"Phase-one is complete." He snickered.

…

Grand Ruler and Celestia gazed at each other with looks of concern. "Continue…" Grand Ruler said. "What happened next…?" asked Celestia.

…

Twilight Spike and Krysta had treated the twins' wounds, but the twins were now in bandages. _"Gracias, Amigos."_ Dyno said.

"So what do we do now?" asked Myte.

"Order another milkshake…?" said Spike.

Krysta landed near him "He means about Lightning and Starla." She said "This has gone on far enough between them and we can't have them mad at each other."

"Krysta's right." said Twilight "We've got to set those two straight before things get worse."

"But what about the changeling…?" asked Spike. "It got away; we can't let it run loose."

This was also true, and that suddenly made everyone realize that both Lightning and Starla each could have gone off to search for the changeling themselves, and if they ran into each other, who knew how bad things could get. "We've got to find them." Twilight said.

Dyno and Myte insisted on coming. Their injuries weren't very severe and they could make it. "Fine, but don't blame me if you get hurt again." Twilight said.

…

Meanwhile, the captain had reported to Chrysalis that the changeling had succeeded in capturing some of the enemy forces. "Is this true…?" Chrysalis said

"Yes, my queen." said the captain "At least that is what I have been told, but this is an opportunity I feel we cannot miss. Much pure energy and love power can be yours, and we will a great step closer to our ultimate goal of conquering United Equestria."

Chrysalis decided to go for it, "This had better be good."

_"Oh it will be good." _The captain thought sinisterly, _"Very good indeed. Phase-two is complete."_

…

Lightning had been soaring all above the town searching for any signs of abnormal activity. All civilians were to remain in the shelters until further notice. Up ahead, he could see Starla. "Starla…!" he called out to her.

Starla peered round but then scowled and turned back and speeded up to get away from him, but Lightning was more than able to catch up to her. "Starla…!"

Still she ignored him.

"Starla, look, about what happened-"

"I don't want to talk about it!" she snapped at him "There's nothing to talk about. You betrayed my secret!"

"No I didn't!" snapped Lightning "And right now, this is no time to talk about that, we've got to find that changeling."

Starla knew he was right, but this by no means meant she was keen on working with him.

Suddenly they could see a ray of light flashing over the distance…

Twilight and the others could see it too and recognized what it was immediately. _"Chrysalis…!"_

"This can't be good." whimpered Spike.

"Let's go!" said Twilight.

…

The changeling was already on the scene and witnessed Chrysalis' entrance. "What's this…?" Chrysalis sneered "Where are the prisoners?"

The changeling seemed confused, "But… I thought that-"

"Freeze!" shouted a voice, and Lightning and Starla dropped in from the skies. "You're not going anywhere this time, Chrysalis." said Lighting.

Chrysalis angrily glared at the changeling. "So, you made a double crossing deal!" she growled "Turn me in to save your own self…!"

The changeling tried to protest that it was just as confused, but Starla and Lightning already dashed at them and the fight was on. Starla went after the changeling all by herself and Lightning went after Chrysalis.

In the shadows, the captain saw everything and chuckled softly before he vanished and was gone.

Starla was barely able to stand too much of a chance against the well-trained changeling, and Lightning had it worse. Chrysalis had become stronger and swifter since their last encounter. Now her skills seemed exactly on par with his. She blocked his every attack, and managed to hit him more times than he hit her.

"What's wrong…?" Chrysalis mocked "You didn't honestly think the energy I gather is just to boost my life force. It increases my power and strength." She fired two beams of energy from her eyes blasting Lightning hard and sending him skidding across the ground.

"Lightning!" cried Starla, and in her distracting, the changeling kicked her hard in the chest sending her skidding towards Lightning.

The changeling and Chrysalis laughed maliciously and prepared for a final attack, when suddenly a bright ray of magic hit them behind. It was Twilight and the others. "Leave our friends alone!" Twilight demanded.

_"Si!"_ growled the twins.

Chrysalis shook scoffed and then dashed over to fight them, with the changeling helping her. Dyno and Myte had a hard time keeping their stance due to their injuries, but they were still able to perform their attacks, especially in the open area now, away from any buildings.

**_"BOOM-BOOM ROCKETS…!" _**Their projectiles fired, knocking the changeling back, but Chrysalis smashed beyond the attack and lunge at the twins, only run into to one of Krysta's warping portals, sending her back where she started. "Sorry… that's the best I can do." Krysta said.

As the fight continued, Lightning got back up again and helped Starla up, but she was still mad at him, only this time she actually came clean. "I saw you… you were talking to the twins and some other ponies."

Finally it was starting to make sense "I wasn't talking about you!" Lightning said firmly and he finally explained the truth…

…

Eariler that day he had been working at the Cake's bakery with Pinkie Pie, they were trying to bake brownies but accidently used baking soda instead of baking powder. The brownies turned out _"Skinny as pancakes."_

…

Starla felt heart-struck "You… weren't talking about me?"

"Of course not…! How could you think I'd break my promise?" snapped Lightning

Starla felt like such a fool. She was suddenly snapped out of her trance when Twilight called for help, and there was backed into a wall, with no way to get out. Chrysalis and the changeling were slowly inching towards her ready for the kill, when suddenly they were both blasted at form behind. "What's this?" snarled Chrysalis.

**_"STARLIGHT ARROW…!"_** Starla fired more shots, hitting the villains hard and strong. Chrysalis dashed like an angry bull to attack Starla, but Lightning soared in from the side and bashed her hard. "Get them!" she ordered her changeling.

"Oh, no you don't!" growled Lightning as he readied his blaster just as the changeling started charging at him. "FIRE…!" and he shot at the changeling, it got hit, fell over, there was the explosion and the changeling was encased in the sphere.

Chrysalis stomped her foot angrily. "You'll pay for this, Ponies! Someday!" and then she vanished. "Come back and fight, you coward!" shouted Lightning, but she was already gone.

The changeling was at least captured, but now Dyno and Myte suffered more injuries in the battles. They, along with Twilight, Spike and Krysta were very angry with Starla and Lightning now, and that point, Grand Ruler and Queen Celestia appeared.

"Captain Lightning Dawn…!"

"Starla Shine…!"

Neither one of them seemed pleased…!

…

Before long, they were on trial for the list of charges brought up against them.

"That is all." Lightning said. "We've told you everything."

The royal ones said nothing and then turned round to quietly discuss the matter of what to do. After brief deliberation, "Starla Shine, you should have known better. Lightning would never have betrayed like that, especially without good reason." Celestia said

"And Lighting…" said Grand Ruler "You need to remember to put personal feelings aside in times of battle. You should have concentrated more on your objective than that."

"Yes, master…" Lightning said.

As much as Celestia and Grand Ruler were pleased that at least the changeling was now safely in the prison cavern, Lightning and Starla had caused a lot of trouble for the kingdom, themselves, and their friends. "United Equestria is built on trust, friendship, and kindness…" Celestia said

"And the entire Star Fleet organization is built on discipline, and respect." added Grand Ruler "And the both of you caused a lot of trouble today over personal feelings regarding in a simple misunderstanding that could have been dealt with peaceably. This cannot and will not be tolerated."

As punishment, Lightning and Starla were sentenced to one-hundred hours of community service each, without pay, and one full week of extra hard training. Celestia warned everyone to take learning from this, and the court was dismissed.

…

A few days passed, and Lightning and Starla were working off some of their hours in New Canterlot, around the palace, so the servants could have time off. Still, at least they weren't mad at each other anymore, and they both apologized to each other deeply.

"I should've known you wouldn't have betrayed me, Lightning." said Starla.

"Yeah, and I'm sorry too." said Lightning "For yelling at you during the battles and pulling rank on you. So… we cool?"

Starla came right up to Lightning and peck his cheek hard "What do you think?" she teased, and then they both shared a passionate embrace.

The others could all see them from the palace. "Fighting is harsh…" said Dyno.

"But makeups are fun." Added Myte, he and his brother slapped a high hind-hoof only to forget about their injuries.

_"AY-Y-Y-Y…!"_ they cried, the others couldn't help but giggle softly.


	11. Princess of Platinum: Part 1

**EPISODE TEN  
(Part One)**

One day, Rarity was posing in one of her newly completed gowns, and hired Artie to paint a picture of her in it as a memento before she put it up for sale. "Almost done…" Artie said.

"Oh, please hurry." said Rarity "I just can't wait to see the elegance of elegance portrayed in such an exquisite form of art."

Artie looked confused, but continued to paint. "And… finished!" he said. Rarity hopped off from her pedestal, and leapt with glee over to the canvas to see a beautiful work of art. "Oh… it's more beautiful than I ever imagined." she cried for joy.

"I take it you like it then…?" he asked rhetorically, and Rarity only responded by hugging the painting, forgetting that the paint was still wet! "Oh, no!" she cried. She had a few streaks of purple and red on her face and the painting looked a little messed up now. "Not to worry…" Artie said, and using his special skills and talents with art, he fixed up the painting easily and gave Rarity a rag to wipe her face with.

Spike came along and gazed at the painting and then at Rarity wearing her new dress. "Wow!" he said with hearts moving around his head "So beautiful…"

Rarity giggled, and Spike snapped out of his trance. He just came over to give Rarity and Artie invitation from Twilight. She was invited all her friends and the Star Fleet team to her usual monthly picnic lunches durring the warm seasons in the fields the next day, and everyone was really looking forward to it.

Artie packed up his things and left, while Spike decided to stay and give Rarity a hand with the painting. Artie's pain dried quickly if not touched right after appliance and now Rarity wanted it perfectly placed in the foyer of her store so all her customers would see it and hopefully take a shine to it and want to buy the new dresses she finished.

"A bit to the right, Spike…" Rarity guided "A little more... No, no, to the left a little. Hold it! Perfect! Thank you, Spike."

"Ah, it was nothing." Spike said acting all macho.

Rarity then removed her dress and placed on the pony-mannequin in a long line of dresses waiting to be bought. That's when the door opened and three rich and prestigious looking mares came right in. Rarity thought this was her lucky day, and welcomed the three mares with an open heart but a prestigious attitude. "May I help you ladies?"

"Yes…" said one of the mares "We've been invited to galas in New Canterlot and require something of high sophistication to wear."

Rarity assured the mares they had come to the right place, and showed them her inventory, including her new dresses, but the mares felt outraged to be presented with such "Commoner wear."

"Excuse me…?" asked Rarity.

One after another, the mares snobbishly explained how unfit for wealthy and prestigious, "Important ponies of society." All the outfits and accessories in the store were. "Hey, that's not true at all." snapped Spike.

"And what kind of pony who claims to own a rich and prestigious shop would have a dragon, as a helper?" sneered one of the mares "How dreadfully wretched!" Spike felt his anger boiling, but it was Rarity who spoke for him. "How dare you call my Spikey Wikey wretched!"

"Tsk, tsk, tsk! My, such temper." said another mare. "It seems we were wrong to think that this place was of sophistication and prestige. It is merely another common discount shop, run by a fairly common pony."

Rarity felt heart-struck, and as the mares left, she just stood there unable to believe what she just heard. "Rarity…?" Spike asked "Are you okay?"

Rarity shook her head and felt her tears coming.

…

Spike told everything to Twilight, Lightning, and Krysta when he got back to the library. "And then Rarity just said… _"I'm just a common pony?"…_And she was crying all morning and then just asked me to leave her."

"Oh, my…!" cried Krysta.

"Poor Rarity." said Twilight.

Lightning felt very bad for Rarity, and very angry at those three mares. "Why can't the rich ever accept others for who they are and not what they want, even the common-folk?"

That was a question they all wanted to know, but sadly wouldn't. Soon, the door opened and there was Rarity. She had a very serious expression on her face, and she moved over to the history section, which wasn't very large as United Equestria had only been created a little over a year ago and hand't been around for very long, but there were still books about Equestria and Unicornicopia of old before they were destroyed, but Rarity still scrambled through the books looking for something very important.

"Uh… can I help you, Rarity?" asked Twilight.

"Yes." said Rarity "I'm looking for any books that may contain the location of fantastic treasures." and before anyone asked why, Rarity explained, "Those mares made me realize that I am not as wealthy and prestigious as I had always envisioned I was, and if I am to fit in with their standard expectations, I have decided to increase my state of fortune."

In other words she was planning on going on a wild treasure hunt to increase her wealth just because of what a few ponies said. "Rarity, you shouldn't let what those ponies said get to you." Lightning said.

"Besides… we like you just the way you are." added Krysta.

"You may…" Rarity said "But I no longer see myself in that place. No! If I'm to properly prove I am not just some common pony I must do this!"

Seeing it pointless to argue with her, Twilight helped her look through the books, but as expected, they didn't contain the information required. Spike suggested Rarity just go jewel hunting and collect more than what she usually gathered. "I'll even help you."

Rarity thanked him kindly for the offer, but she was after something far more precious than diamonds and jewels. "I am attempting to search for… the single, most magical, greatest treasure in all of United Equestria- One that even the royal alicorns are not fortunate enough to possess."

This did interest the others, but there was no information in any book. "The only one I can think of who would know such a thing is… Zecora." said Twilight. Hearing those words, Rarity dashed out of the house like a speeding comet. "Rarity!" called Lightning. "Come on, let's follow her!"

Only Twilight stayed behind, and slapped her forehead with her glove. "I have a really bad feeling about this."

…

Once at Zecora's hut, the wise zebra had everyone gaze into her cauldron as she prepared a spell to contact the spirits for information that Rarity sought. She said…

"To find da treasure dat you seek,  
Listen to da spirits as dey speak  
Open your mind, open it well  
And hear what da spirits have to tell."

She hummed long and soft in a trance and threw a dash of powder into the cauldron causing a flash of light and a puff of smoke, and then… nothing.

"Nothing happened." said Spike, but Zecora hushed everyone to be quiet.

"Just listen, dey are here,  
I can feel da spirits are near."

Then suddenly, a disembodied male voice was heard. _"You wish information?" _it asked. At first Rarity was nervous but replied "Yes. I do."

_"Then ask your question."_ said the voice.

Rarity asked "Where can I find the single most magical, greatest treasure on the planet? Can you tell me?"

_"Many before you have sought this answer."_ said the voice _"They were creatures of greed. All met with misfortune, and paid a grievous price."_

This worried the others, but Rarity didn't seem to care and demanded to be told the answer, to which the voice responded _"Before I answer you, think. Will you settle for untold wealth above all things?"_

"Whoa! Rarity, no!" cried Lightning "Don't do it." added Krysta. It was in vain that others tried to tell Rarity not to go for it. "I'm very sorry, but if only you knew how it felt… to be rejected and ridiculed by those you thought were on your side, and to be mocked in the face of society for your standard principles."

The other gazed back and forth at each other in confusion, and then the voice was heard again _"You wished information?"_ it asked.

"Yes." replied Rarity "Tell me where this treasure lies."

_"It is you again."_ remarked the voice _"I had hoped you had changed your mind." _Rarity was starting to lose her patience and demanded to know where the treasure was. _"Very well, but it is only fair that I give you this warning."_ said the voice _"Use what you shall receive with wisdom. Do not let greed be your master."_

Then, down by Rarity's hind legs, a white glowing line started to stretch along the floor, out the door and out into the forest. _"Follow the white line. It shall lead you to what you seek." _said the voice.

Rarity and the others, except Zecora left the hut and followed the line. Zecora, however, was hoping Rarity knew what she was doing. It was never a good thing to ignore a spirit's advice or warnings.

…

The gang followed the white line as it stretched along its way, through the forest past the meadow, and into the rocky terrains where Rarity and Spike often went jewel hunting. They ran into some Diamond Dog on the way, and were prepared to bust them all them all good for trespassing on their turf, but Lightning made quick works out of them and gave them quite the beatings they deserved. Rarity also knocked some of them unconscious too. Her physical training was starting to show its colors.

Then they continued to follow the line… which had led them all to a single small rock formation before it stopped and then vanished. "The treasure must be around here." Rarity said, and at that moment, she could see a small box wedged in a crack in the stone. Lightning smashed the rock open with a good kick freeing the box. "Treasure!" cried Rarity "The greatest treasure in all of United Equestria."

The box wasn't locked, and the others gathered round as Rarity slowly lifted the cover, to reveal nothing more than an ordinary metal ring. "That doesn't look like any great treasure." said Krysta.

Rarity felt outraged "I've been deceived!"

Lightning inspected the ring, "Maybe it's some kind of key-ring, or something else."

Whatever it was, the others couldn't figure it out. Lightning and Krysta decided to leave it with Rarity, and go back and do their patrol rounds and get ready for the picnic the next day.

"We should get back too." Spike suggested.

Rarity felt upset that she didn't seem to get the treasure she wanted, but brought the ring with her and kept trying to figure out what it was for. The spirit wouldn't have led her to it if it was really nothing. "Perhaps it must be worn?" she wondered, and that's when it was noticed that the ring had a hinge and a catch on it, allowing it to be opened.

The ring was too big to fit round her arm, so Rarity clipped the ring round her neck instead. She even tried closing her eyes and demanding to be brought riches, but nothing happened. "I'm starting to think this was all just a big waste of time." Spike said.

Rarity picked a wild flower outside the door to her shop and just clutched it frustratingly. "I'm sorry, Spike. I don't know what to do." she said.

"It's okay, Rarity." Spike said "I like you anyway."

Rarity smiled at Spike and then Spike headed back to the library leaving Rarity on her own. She sniffed the flower. "Hmm… it seems to have lost its fragrance." She said, and then suddenly-ZAP-"Oh!" Rarity nervously dropped the flower out of her grip. She gazed down at the flower, picked it up, and realized that it had turned into "Platinum! It's solid, genuine platinum!"

She then noticed that the ring around her neck was glowing brightly. She picked up a small stone on the ground and it, too, changed into platinum. She had discovered the secret to the ring's power. She had the platinum touch!

She wasted no time in turning many of her things into platinum her bed sheets, her furniture. It was incredible to her. She was bound to become one of the richest ponies in the entire planet now.

She couldn't wait to show her friends.

…

The next day, Twilight had come to the meadows early to set up for the picnic. Artie, Lightning, Spike and Krysta were helping. Artie kept trying to sneak a bite of food from the basket, only to be stopped by Twilight or one of the others. "Can't you wait?"

"Only fooling…" He would joke.

Spike brought his own little bag of snacking gems, which he constantly kept eating. "Spike, you'll never eat lunch if you keep up that up." said Lightning.

"You just watch me." Spike teased.

Soon, Rarity came along. "Magnificent afternoon everyone…" She said happily with pride in her features. "Wow, someone seems happy today." said Krysta.

"And with good reason that I should be." replied Rarity. That's when Spike noticed she was still wearing the ring they had found the other day. "That's right." Rarity said "You happen to be addressing… _the princess of platinum."_

The others weren't sure whether or not to believe her, until she demonstrated her new magic by turning an ordinary paper plate into solid platinum right before their eyes. "Incredible…" remarked Lightning as he examined the plate. "It's the real thing."

Artie seemed to love it most. "It's so inspiring and exquisite. I could paint many pictures if I had this color."

Twilight was amazed too. She never found any magic that could do things like this before. "Well, I do think it's nice, Rarity, but I prefer my paper plates the way they are."

Rarity explained that so far her new powers had done quite a lot. She turned many of her fabrics into platinum that customers were eager to buy them. Even those three rich mares that insulted her the other day returned to see what all the fuss was about, and owed Rarity an apology, and even decided to invite her to their club sometime.

"You might want to be careful with that ring, Rarity." Lightning said "Grand Ruler once taught me it's better to have fewer desires."

Twilight agreed, "Queen Celestia taught me the same thing. She said that you should be thankful for what you have."

Rarity claimed to understand. "But surely having the platinum touch can't be all that dangerous." She claimed, but that's when things began to go horribly wrong. As she helped Twilight set the picnic up, she grabbed a bowl of apples in her gloves, ZAP! The bowl, and all the apples in it turned to solid platinum.

"Rarity, what have you done?" asked Twilight.

Rarity felt concerned "There must be something wrong." She said. She sat down the bench, but the minute her gloves touched the wood, the whole table turned to platinum too "Oh, dear!" She cried.

"Rarity, I think you better take that ring off." Artie suggested.

Rarity agreed, but when she tried, the ring wouldn't come off. "I can't seem to find the catch." she cried. "Help me!"

Krysta flew in close to Rarity's neck to try and help her, but to her discover. "But it- Well it's just a solid metal ring. It has no catch."

"There must be!" Rarity cried "Get it off me! Get it off!" She was panicking and struggling madly to try and get the ring off, but it wouldn't budge. "Rarity, calm down!" cried Twilight. She tried to give Rarity so lemonade so she'd settle down, but the minute Rarity touched the cup, it and the liquid turned to platinum. By this time, everyone was horrified. "Oh, Rarity…!" cried Spike.

Rarity threw the solid cup away. "No! No!" she cried "This can't be happening to me! It isn't possible!"

Rarity couldn't get the ring off, and everything she touched would to turn to platinum. Everything! She wouldn't be able to eat either, and if she couldn't eat… she'd die! She was Rarity, the mare with the platinum touch.

**_To Be Continued...!_**


	12. Princess of Platinum: Part 2

**EPISODE ELEVEN  
****(Part Two)**

The picnic was called off on the count of the crisis at hand. All the others were disappointed but they all understood and all promised to do their best to help Rarity, but at the moment it was best for everyone to keep far away from her. They couldn't even let her back inside her house, and she understood because of the dangers.

She was forced to remain outside the city boundaries with some camping gear… which sadly got turned into platinum by Rarity's touch.

The gang tried everything, and came up with many suggestions.

Rarity tried ungloving her hooves- that didn't work, and now her gloves were platinum too. She tried using her unicorn telekinesis to lift things without touching them, but the ring had disabled all her powers. Twilight tried some magic spells to remove the ring, but the ring was made of a kind of metal she had never seen before. Krysta couldn't even try to warp the ring to another dimension, for as long as it was on Rarity it would take her with it. Twilight and Lightning wrote letters to the royal alicorns, but it turned out they were both out on traveling business and wouldn't be back for a few days. Even Zecora didn't have the answer! She tried asking the spirits, but just as she feared- Rarity didn't head their warning, now she was paying the price.

At best, Rarity had to stay where she was, eat whatever her friends brought to her like an uncouth animal- just using her mouth without touching them, but it didn't make her feel any better. She hated burdening her friends and being so distant from everyone she loved and cared for.

It hurt the others more just to see her out there like that, all alone and miserable. Even though the nights were warm and gentle…

Krysta could hardly get any sleep, she kept thinking about poor Rarity. Lightning woke up after her heard her tossing and turning in her little bed. "You okay, Krysta?" he asked. Krysta shook her head and didn't have to explain whys he was upset. "I understand." Lightning said. "I'm worried about her too."

Spike and Twilight weren't having it any easier sleeping either. Then, they heard a knock at the door. "Rarity!" cried Spike. It was her, and she looked terrible. Her mane was all ruffled and she had red rims round her eyes. She smelled and looked as if she hadn't bathed in days. She had knocked on the door by throwing small stones at it so as not to touch it.

"I have come to say goodbye." she said softly.

"What…?" remarked Twilight. "What do you mean goodbye?" asked Spike.

Rarity explained that she couldn't bear to have her friends suffering over her because of her predicament, and she didn't want to put them or anyone else in danger. So she had decided that she was going to leave. "Like a wounded creature… I shall venture off alone to die in the wide open world."

Twilight and Spike felt their hearts skipping. "But Rarity… you can't!" cried Spike with tears forming in his eyes.

"Rarity, don't do it!" cried Twilight "We'll try and help you. We'll get that ring off."

Rarity shook her head "It's so wonderful that you care this much, but I'm afraid that my mind is made up." Tears were streaking down her face. "Adieu… my dear friends… and especially to you… Spikey Wikey." She would have pecked him on the cheek, but she couldn't. Then she turned and began to walk out into the darkness. "Rarity…! Rarity, don't go!" cried Spike as he tried to follow her, but Twilight held him back, and they both watched until Rarity had gone completely out of sight.

Spike began to cry softly, and Twilight hugged him warmly, with her own tears falling.

…

The next morning, Lightning had every available patrol out searching for Rarity. Krysta had even gathered up some of her fairies from her world and were out doing their own search. Meanwhile Spike and Twilight were just sitting around at Rarity's campsite, hoping she would come back.

Spike wished she had left that night. "I know how you feel, Spike." said Twilight. "We'll find her… even if we have to search the whole dimension, bit by bit."

Lightning came back. Spike leapt with joy, "Did you find her? Huh? Huh?"

"Easy, Spike." Lightning said "We haven't found her yet, we don't even have any clues. Trying to find one pony on a dimensional planet this size is like looking for a needle in a haystack."

Spike slumped down. He was beginning to think it was hopeless, and decided. "I'm going to go find her myself then." And he ran off before anyone could try and stop him. "Oh, Spike…" groaned Twilight.

No sooner had Spike gone when, "Guys!" called a voice. "Guys…!" It was Artie, rushing in from above. He had disturbing news. "Those Diamonds Dogs… they're back! They're trying to fight their way into New Ponyville."

The others gasped. Diamond Dogs weren't permitted within the city limits as they could not be trusted. They had their own lands outside the boundaries.

"We've got to stop them!" Lightning said. "Let's go!"

…

The Diamond Dogs that Lightning and Rarity fought off the other day were trying mercilessly to break into New Ponyville, but the guards wouldn't let them in, and now the dogs were making a fight of it, only this time they had brought more of their friends, outnumbering the guards, and they were also wearing armor made of diamond-filament making them stronger and harder to drive off.

"You let us in, now!" growled the dog leader. "Or we break down wall!"

The others arrived…

Twilight stood behind to help the guards by putting up force-fields to block the dogs getting in, while Lightning and Artie helped with the attackers to try and keep the dogs out, and were authorized to capture them if they had to.

"STAR FLEET… MAGIC!" they transformed, and went into battle, but the dogs with their armor proved to be a bit much. Artie tried his **_"SUPER STAFF…!" _**but and he was able to shove the dogs back, but this only made them madder!

"Is this your best…?" asked the leader and he whistled for more dogs to come. Soon there were at least twenty dogs trying to fight their way in.

Lightning and Artie tried to capture the dogs, but they hadn't been weakened enough for the capture magic to work. "Keep trying!" Lightning said "We can't let them get in!"

"Right…!" said Artie and he set his staff on low power. **_"ARTFUL ATTACK SPIN…!"_** and hit one dog really hard, knocking him into five others.

The battle didn't seem to be going anywhere, but Twilight couldn't leave her post or the shields would drop and the dogs would break in. "I wish we had some help!" she groaned.

…

Spike, still not knowing about the fight, was still out looking for Rarity, and he had already reached the outer boundaries of New Ponyville. He was about to rest by a large rock, when he noticed it was made of platinum. "Rarity!" he cried. "She's been this way."

He saw other rocks and dead plants that were all turned into platinum. He kept on following the trail, and eventually found a small cave, where a lot of the rocks and stalactites were platinum, and he found Rarity softly sobbing to herself and begging for death to come for her. "Rarity…!"

She looked up. "Spike…?" Spike ran over to hug her, "Stay away!" she yelled at him motioning at the ring. Spike stopped at the last few feet. "Rarity, we've been looking all over for you. Please come back."

Rarity shook her head. "I can't, Spike. I'm not long for this world. There's no place for me there now."

"But Rarity… please!" Spike begged "We're not going to give up on you. We want to help you."

"But you can't help me, Spike. It's the truth." replied Rarity.

"Rarity, please…! Just come back with me."

"Go away, Spike. Leave me here in peace to die."

"Rarity…!" cried Spike as he laid his claws on Rarity's limb- "NO…!" she shrieked shoving him away. ZAP! It was too late. Rarity felt the anguish striking into her already aching heart as she gazed at Spike, who was now nothing but a motionless statue. "Oh, no…! No!" she cried. "Spike… what have I done to you?" She fell flat to the ground and began to cry.

Suddenly, she felt the ground rumbling. She went to gaze outside and could see a pack of diamond dogs heading towards New Ponyville. She knew they weren't allowed in and only assumed there was trouble.

…

Lightning kept firing his blaster, but he still couldn't capture the dogs, not unless they were tired and weakened enough. Twilight was starting to feel weak and couldn't hold the shield up much longer, and Artie was running out of power too, and the dogs were still coming.

"Get them, boys!" ordered the leader. Finally, Lightning, Artie, and the guards were at the end of their strengths. "It's no good." cried Artie "We can't… keep this… up!"

The dogs were all snickering and licking their teeth as they slowly approached the gates. "This was too easy." hissed the leader.

The guards, and the friends still stood strong and tall in a last ditch effort to show they weren't giving up and refused to let them in. this only made the dogs laugh, and as they prepared to rush in like a stampede…

"Stop!" snapped a voice.

The dogs turned and saw another pony.

"Rarity!" cried Twilight.

The dog leader laughed at the miserable state that Rarity was in, but when Rarity demanded "You monsters are to leave this area immediately!" the leader only laughed harder. "Who do you think you are- Ordering us around?"

All the dogs ganged up, but Rarity stood where she was. "I warn you…" she sneered "Either you all leave here at once, or I shall turn you all into platinum!"

Some of the dogs fell over laughing hard and loud. "You…? Platinum…?" laughed the leader. "Surely you are joking."

Rarity decided to prove it, by picking up a simple stick on the ground. ZAP! It turned to platinum, just as she said. None of the dogs were laughing now. They stood there with shocked expressions. "Now, now… please… don't do anything bad now." whimpered the leader.

Rarity slowly inched towards the dogs holding her limb out, threatening to touch them. "All of you get out of this place and never come back!" she growled. Fearing for their lives, the entire pack ran off like the cowards they had become.

The guards cheered for joy, and the friends thanked Rarity. "Have you seen Spike anywhere?" Twilight asked. "He was out looking for you."

Rarity's eyes filled with tears again. "I haven't the heart to tell any of you." she cried, and judging from the look in her eyes. "Oh, Rarity… you didn't…!" cried Lightning.

Rarity sadly turned and walked away…

Back to her cave where the statue of spike stood where it was. "Oh, Spike…" she peeped "Forgive me for what I've done to you." She softly pressed her lips against the statue's cheek. It felt so cold and lifeless.

Rarity sat down on a platinum stone, begging to death to come and put her out of her misery. That's when she heard a voice. Not the voice of death, but that same spiritual voice that guided her to the metal ring. _"Foolish, foolish creature." _it said _"You had everything necessary for happiness, and you gave it all up for what- A cold, unfeeling metal."_

Rarity finally understood her error. She knew she deserved to be punished, "But not Spikey Wikey. He's done nothing wrong. He doesn't deserve to suffer because of me.

_"You should have thought of that earlier."_ said the voice.

"I know, and now it's too late." cried Rarity "What a miserable wretch I am."

_"Perhaps you have learned a lesson, Rarity?"_ asked the voice_ "One of far greater value than any riches?"_

Rarity nodded and swore "I have! Believe me, I have."

_"Then, for once, I shall make an exception. I will spare you."_

Rarity didn't care much about herself. "It's only Spike who I want freed." but the voice didn't speak to her again. She begged for it to come back, but it wouldn't. "Oh…!" she felt like crying herself to death again, until she heard another voice say "Rarity…?"

Rarity recognized it and she turned. "Spike…?" He was there and back to normal. "Oh, Spikey!" she hugged him tightly and pecked him several times. Spike really enjoyed it. "Gosh!" he sighed.

"Oh, Spikey Wikey, I've learned my lesson. From now on, I'm going be a new pony. The old Rarity is gone, and I hope soon forgotten. I'll never let the desire of wealth or other opinions ever cloud my better judgment again."

Spike was very glad to hear her say that, and then he noticed. "Look! The ring isn't glowing anymore."

Rarity saw it too, and she reached behind her neck and finally found the catch. Finally she got that ring off of her. "I'm free!" she cried "Free at last!"

She threw the ring on the ground and it just faded away into thin air. Neither Spike nor Rarity knew where it had gone, and they just didn't care. A treasure like that was far too dangerous to be owned.

…

The next day, Twilight held her picnic properly, and Rarity felt so relieved to be able to eat again, and have great times with her friends, and she put down what she had learned in her report.

_"Dear Queen Celestia and Grand Ruler Celesto…_

_I have been such a fool letting the opinions of others get to me, and trying to become someone I'm not. While wealth and prestige are seemingly harmless to some, letting yourself become taken in by greed will ultimately lead you to nothing but misery and loneliness._

_I have learned that I must be appreciative for what I have. All that glitters is not gold, and the same may be said for platinum as well._

_-Rarity._

She gave the letter to Spike and he sent it on its way before they both ran off to play cosmic Frisbee with everyone. As they ran into the fields, Rarity saw a shining coin on the ground. "Rarity…!" Spike warned her.

"Well…" Rarity said "A little bit never hurt anyone."


	13. Fast Feet

**EPISODE TWELVE**

Lightning and Grand Ruler were training together in the palace dojo. There was no one better qualified to challenge Lightning than his own teacher. Over the years, Lightning's speed, strength, and stamina were becoming outstandingly impressive, of course he still could not outmatch Grand Ruler, but he was only told to do his best.

After a lengthy time of training and studying and after one last small spar- "Enough!" Grand Ruler said "That will do for today. Your skills are starting to reach the point of beyond adept, Lightning."

Lightning was glad to hear that, "But, after all I've just been through I'll be glad to be giving my body and my mind a good long rest."

"I'm afraid you won't have too much time to give that mind of yours a rest…" Grand Ruler said "Or have you forgotten that my wife, Queen Celestia, has invited you, me, and Twilight Sparkle to the ballet tonight as part of cultural training for the both of you."

Lightning began to feel uneasy, as he had never been to a real opera before. He tried to sit it out but his master wouldn't hear of it. "I think you and Twilight should acquire a taste for ballet, as one does for poetry and cider." He also gave Lightning the privilege of inviting Starla Shine as his date as a reward for doing so well in training.

Lightning liked that idea.

…

Twilight, Starla and Celestia were already preparing for the ballet that night- first class makeovers. It took a lot of time just to fix up Celestia's long flowing mane and her tail. Twilight and Starla even got to wear new gowns that were made for them by Rarity. "You look fabulous, both of you."

Twilight bowed "Same to you, my queen."

…

Spike was waiting patiently in the throne room, all dressed up and ready to go- He was invited too.

The ladies walked down the flight of stairs to the left, and the men walk down the other stairs on the others side. Grand Ruler wore his white tuxedo, with gold doublets, a blue sash, but he still wore his cape, and Lightning wore his dress uniform with doublets and the medals he earned.

_"Oh, la, la…!"_ they said at one gander at the ladies. When they all met at the foot of the stairs, they exchanged bows and curtsies. Grand Ruler kissed his wife on the glove, and Lightning did the same with Starla, but Spike and Twilight. _"Nahh…!"_ they both said.

Goldwin was still wide awake, and wanted to stay up that night to help keep an eye on the palace. "Are you sure about this?" Celestia asked.

"Yes, I Am." answered Goldwin "And if anything goes wrong or I need help, Princess Luna, and Cadence are nearby, and Shining Armor and the guards have the place under tight lock. I'll be just fine."

"Well, if you're sure, we'll be off then." said Grand Ruler. They all bid each other goodnight, and the leaving party left Goldwin. He really wished he could go with them, but he couldn't, and he didn't mind. He had a whole night practically to himself… as he just paced round the empty throne room.

…

As the party stepped into the coach and ready to leave, Starla sighed "I'm worried about Goldwin. Do you think he'll be lonely?" That's what all the others pondered over. "Maybe we should've taken his magic mask?" suggested Spike "He can't be lonely if he's just a statue."

"I know, be he said he wished to stay up late." said Celestia "And he does have Shining Armor and Cadence close by."

"Yeah, he does." said Lightning "If he says he fine we ought to trust him."

With that said, they were all off to the ballet.

…

Meanwhile, in his secret lair, the captain was planning on taking matters into his own hands again. "I will show that wretch, Chrysalis what true power is all about." He gloated to himself as he continued to work. "She still hasn't figured out that it is I who has been stealing the energy she gathers to bring my robotic creations to life."

This time he had a new creation. While his last robot was built for brute strength with its fists, this one had a different ability; one that he hoped would destroy the ponies, and he knew the perfect place to send it too.

…

Upon arriving at the ballet, many of the other creatures attending gazed in awe as the royal party arrived. Twilight even noticed two familiar faces in the crowd. "It's Rhymey and Fluttershy."

They stopped for a minute to say hi. "Why are you guys here?" asked Lightning.

"I had lots of spare time, so Rhymey thought he'd take me out tonight." said Fluttershy.

Rhymey nodded and said…

"The ballet is such a poetic place,  
It brings a smile right to my face."

They were all glad to see each other and thought they would all have dinner together after the show, but for now they all took their seats.

Rhymey and Fluttershy sat down below on the main floor, while the royal party had a special box reserved. They could see everything, except Spike, if he wasn't sitting on Twilight's head. "Just don't mess up my mane." she said

The show began… it was a ballet story about a weary young stallion who dreamt of being someone special and well known, but he was so ridiculed and mocked at that he began to lose confidence. Along the way he met a young mare who seemed troubled, and it turned out she was a princess who was on the run to escape the boredom and traditions of palace life. The two appeared to be falling in love…

Celestia and Grand Ruler took an immediate shine to the story. It was almost exactly identical to their past lives. Celestia had tears in her eyes at some of the sad parts. Her husband passed her a hankie.

Lightning, Starla, and Twilight were bedazzled not just by the story, but the graceful and skillful movements the dancers showed. Lightning already knew how to dance, but he hoped someday he could improve his dancing skills.

Starla and Twilight hoped they could both just plain learn how to dance like that at all. The only one who didn't seem interested was Spike. He had finally fallen asleep after trying his best to keep awake.

Rhymey and Fluttershy were enjoying the show too. "They're so graceful." Fluttershy whispered. Rhymey nodded in agreement; by this time he had enough inspiration to write a whole book of poetry, and maybe a few songs.

Soon, the first half of the show was over and an intermission happened to give the dancers a small rest period, and the audience a chance to stretch their legs a bit. Spike woke up startled by all the hustling. "Huh? What's going on?" he asked.

"Have a nice nap?" Twilight teased. The others all snickered softly, and Spike felt very embarrassed. "It's all right, Spike. You're still young." said Celestia.

The intermission was over and everyone began to take their seats for the next act to open, but as the dancers took their places to begin, all the lights went out. Everyone gasped and stuttered and stammered in the dark. Then suddenly the stage lit up again and something was there that wasn't before. "What's that?" asked Spike.

"Is it part of the set?" wondered Lightning. They all soon got their answer as the thing began to attack the dancers- grabbing them and absorbing the energy from them rendering them weak and unable to get up.

Fluttershy screamed and held on tightly to Rhymey, and it soon became clear that thing was no dancer. "Everyone out…!" shouted Grand Ruler. Everyone, except the gang ran out of the theater "Let's go!" said Lightning as he, Starla and Twilight headed down below to join the others.

Grand Ruler and Celestia gazed at each other and nodded. Then they flew towards opposite ends of the atrium, and they formed a large force field keep the creature contained so it wouldn't go any further and the others could battle it inside. They promised to hold it up as long as they could. Twilight and Lightning gazed up at their teachers, and they nodded down at them. Spike gave them all a thumb up.

Lightning, Starla, and Rhymey transformed, _"STAR FLEET… MAGIC…!"_ Then they and Twilight headed onto the stage to confront the creature. "Um… I'll just stay here." Fluttershy whimpered, but she was grabbed by Starla forced to join them on stage.

The creature gazed at them all, and they could all tell just by looking at it. "It's a robot." said Twilight.

"Right, everyone, be careful." said Lightning. The others acknowledged.

**_"WARD SWORD…!"_** Rhymey shouted.

"You runied the show,  
I'll fight you so!"

He dashed forth with his sword at the ready, but just as he was able to slash, the robot quickly leapt out of the way causing Rhymey to miss. Then before he knew it, the robot leapt straight back again and kicked him hard. "UGH…!"

Fluttershy screamed as Rhymey skidded across the floor stopping near her. "Are you alright…?" she asked as she helped him.

"Yes…  
I guess!" groaned Rhymey.

Starla, Lightning, and Twilight all went after the robot at once, only to have the robot dodge their every attack and attack them all hard. Twilight was lucky know her defense spells due to her not wearing armor, but she still got pushed.

**_"STAR SHOWER…!"_** shouted Starla

**_"DRILL QUILL…!" _**shouted Rhymey.

The two of them created a large swarm believing there was no way the robot could dodge it all, but to their surprise. The robot was faster on its feet than they thought- it actually managed to slink, spin, and leap around through all that bombardment, and attacked them hard.

"Y-AAH…!"

"OH… WHOA…!"

Twilight and Lightning ran towards their friends. "Starla…!"

"Rhymey! Hang on!"

But the robot quickly sped and dashed in front of them. Its eyes glared at them and they glared angrily back and then charged at it, but the robot, again, leapt out of the way. "Where'd it go?" asked Twilight.

"Look out!" squealed Fluttershy. Twilight and Lightning looked up and sped away just before the robot slammed down on top of them causing it to dash its feet hard into the stage. It yanked and pulled until it freed itself and it glared at Fluttershy. She gulped hard and trembled with extreme fear, but Rhymey wasn't about to let her get hurt and dashed at the robot with his sword ready. He swung and thrust with all his might, but the robot outmaneuvered his every attack, and shoved him out of the way again.

Fluttershy hated seeing her colt-friend battle so tirelessly. For a split second, she felt her fear leave her and replaced with boundless courage as she moved behind the props and scenery and pushed on the them hard knocking them all over the like a tower, right on top of the robot. "Way to go, Fluttershy!" cried Twilight.

Fluttershy leapt with joy, but she immediately stopped when the robot leapt through all that mess and glared at her again. Fluttershy hid behind a prop tree quivering again.

"This isn't working!" snapped Lighting. "It's just too fast."

"Every time we get close, it speeds right past." rhymed Rhymey.

"Lightning!" called Grand Ruler. "Remember, speed and strength aren't everything to win a battle. Just think!"

"Twilight…!" Celestia called "What can you tell?"

Both Twilight and Lightning thought it over. The robot was much faster than they were because its legs were specially built, even so, the legs could only work on solid ground. Twilight and Lightning happened upon the same idea.

"If we can't outmaneuver it…" said Lightning

"…Maybe we can outsmart It." said Twilight.

The others heard the idea. "It's worth a shot." said Starla.

"Let's give it what we've got." rhymed Rhymey.

"Oh… okay." said Fluttershy, and then she stood tall and proud "Let's do this!"

The robot spotted the gang all together, and dashed for them. "Go…!" shouted Lightning, and they all scattered in different directions cause the robot to miss. As fast as the robot was, it couldn't follow all the fighters at once.

"Hey, big guy… I'm over here." Starla teased. The robot angrily dashed and leapt for her, which gave Rhymey the chance to attack the robot while it was in midair, unable to swerve out of the way.

Rhymey slashed hard with his sword, hitting one of the robots legs, causing it to spark. The robot was starting to lose speed, but it didn't seem out of action yet. It charged at Fluttershy, and she ran in a scream of both fight and rage straight at it, but Twilight teleported Fluttershy to right behind the robot at the last minute and Fluttershy kicked the Robot's back hard.

"Yeah…!" cried Spike "Now this is what I call a show!"

Lightning went after the robot next, by himself, and decided to show off a little foot work of his own. "Master…!" he called up. Grand Ruler nodded, and his golden horns began to glow, making jump-bass music fill the air, giving Lightning feel of dancing.

Lightning began to dance, twirl, flip, and kick his legs skillfully which helped him dodge the robot, and gave him the opening to strike it hard, rendering it weaker and weaker, and finally damaging its legs, and exposing the energy core in its backside. "There it is…!" cried Twilight.

"Let's get it." cried Starla.

The others nodded.

The robot had just enough power left for one final attack, and lunged at Lightning, but the brave unicorn skid along the floor, right below the robot and gave it a huge kick in the chest, sending it soaring, tumbling up in the air. "Get it, guys!" he called.

Rhymey set his sword on destroy-mode, and powered it up…

**_"THRASH SLASH…!"_**

He leapt up high and slashed at the core. "My turn…" said Starla, as she got out her bow. **_"GALACTIC PROJECTILE…!"_** and she shot at the core, completely shattering it and causing the robot to spark and flare up. "Watch out!" said Twilight as she used her magic to generate a smaller force field to encase to robot inside so it exploded safely without causing any more damage to the stage.

The robot was gone, and the fighters all stood together, proud and tall! _"Victory is ours!"_ they all said.

Grand Ruler and Celestia dispelled the large shield, and all the other creatures and even the dancers came back in the theater, cheering and applauding. The spotlight shone on fighters on stage.

Spike was cheering and flipping madly with joy. Grand Ruler and Celestia were proud of the fighters. "Take a bow…" Celestia said "You've earned it for such a stupendous performance!" added Grand Ruler.

The fighters shrugged and thought, "What the heck…?" and they all bowed most kindly to the cheering and wooing crowd. Even Fluttershy managed to bow without even blushing.

…

The captain wasn't too upset with his latest creation's failure. It only meant he was one step closer to one creating the perfect machine that would assure him his ultimate victory. "Until the time is right, no one must suspect me. Not even Chrysalis."

At that moment, he could hear Chrysalis coming, and he had to play it cool.

She burst into the room. "All right… who did it?" she demanded to know. "Who sent that creature?"

_"Creature,_ my queen?" asked the captain. "I don't understand."

Chrysalis' lips curled into an angry scowl. She didn't know how, but now it was official someone was trying to conquer United Equestria before she did. "First my energy is stolen, and now this." she hissed.

"My queen, I assure you. I will never let anything happen to you, or your plans for the conquest of United Equestria." The captain promised, though he was really lying.

Chrysalis was pleased to hear the captain say that. "United Equestria and all its precious love will be mine to feed on yet. Then I will be completely unstoppable, and will rule over all!"

_"Unless I dispose of you first…!" _The captain silently thought _"The fool still has no idea how number her days are." _

…

Even though the battle was won, the ballet theater was still a little damaged, and needed repairs. Thus, the rest of the show was canceled, but the royal ones decided to invite all the fighters for a lovely dinner at the palace. Fluttershy and Twilight's dresses were a little mangled and dirty. "Rarity's going to be so disappointed." Twilight said.

"Oh, she'll understand." said Celestia.

As they all sat down to dinner, Spike was starting to wish the show wasn't canceled. "I thought you hated Ballet." said Lightning.

"That's what I heard him say." rhymed Rhymey.

Spike admitted he still wasn't too fond of ballet, but he did know why. "I guess I just wasn't watching something I really liked. Like… battles, and adventures. Now that's a ballet I'd like to see."

"Well maybe you still can…" said a voice. That's when the room went dark. "What's going on?" asked Fluttershy.

Then, a small area of the room lit up, and Goldwin, along with Cadence and Shining Armor were putting on a miniature ballet of their own, about two knights fighting for the love of a princess- something Goldwin had written that night while he was alone.

"I thought you all felt a little disappointed that the ballet was canceled." Goldwin said.

"So we made up one for all of you." Cadence said.

Twilight and Starla couldn't help but giggle at Shining armor. "This is so embarrassing." He said. "Now, darling…!" his wife said "You promised."

Shining Armor sighed "Things I do for you."

"Go along, Shining Armor…" Grand Ruler said "Make us proud."

The rest of the evening was peaceful and just as enjoyable as everyone had hoped for.


	14. Lesson One for Two

**EPISODE THIRTEEN**

Another day in New Ponyville, and all the ponies and other creatures were going about minding their own business. Twilight was just finishing up her daily chores. Lightning came along. "I've finished my patrol rounds." Lightning said "You guys need help with anything? I've got lots of spare time."

"Gee, no… I don't think so." said Twilight. "In fact… I don't know what I'm going to do now. I've already studied enough for one day."

Spike came along and said the exact same thing. "I've finished all my chores. If anyone needs my help…?" he asked, but the others couldn't think of anything.

They thought maybe it be best if they all went out together, and maybe someone else needed help or had something for them to do. Along the way they ran into Krysta and Rainbow Dash who were looking for Twink. "He's been acting very weird lately." Krysta said.

"How weird…?" asked Spike.

"He keeps saying something about, feeling small, and unable to do anything right." replied Rainbow.

The conversation was interrupted when two little butterflies came lying by and Twink popped his head out from behind a bush. "Hey! Come back here!" he shouted and he fluttered his little wings as hard as he could, but he couldn't fly as well as most fairies could, still being young, and he flopped down on the ground.

"Twink!" snapped Krysta. Her little son rolled his eyes and turned to face her. "Yes, mother…"

"What did I tell you about extreme flying?"

Twink sighed "Not until I've trained hard enough."

"That's right."

"But mom…" Twink tried to argue, but his mother wouldn't hear of it. "Twink, you're still very young." Twilight pointed out, but this only made Twink feel worse. "I'm a royal fairy, and I can't do anything right. I hate being young and little!"

Everyone knew Twink was in a bad mood. "Come on, little guy." Rainbow said, but Twink snapped at her "Don't call me that!"

"Now, see here, son…!" Krysta said "That's no way to talk."

"You're mother's right, Twink." said Lightning. "Sometimes even the big and strong have troubles."

Twink didn't believe it, but Twilight and Rainbow decided to tell Twink a story, about their first days training with Starfleet…

…

It all started many months ago before Chrysalis had shown herself again…

The evil Titan and all his followers had been destroyed. along with the planets Equestria, and Unicornicopia, but United Equestrian was formed and a whole new world was started for everyone. Grand Ruler and Celestia were finally reunited and had married. Thus; a new age dawned for all. All the ponies originally from Equestria had undergone magical surgery to genetically alter their skeletal structures and bodies, so now they were anthropomorphic and biped like the Starfleet ponies. Now they could stand on two legs with bendable knees, stand up straight and hold their heads up high, and even donned their new magic gloves to serve as opposable hands to help them with menial tasks and other various things. It took them a bit to get used to their new bodies, but soon everyone felt incredible, like a whole new somebody!

Of course, even with Titan and his followers no longer a threat, Star Fleet would continue to exist. There were bound to be other evils that would one day arise and cause trouble, everyone wanted to be ready, and Twilight and friends, now understanding and fully realizing the real dangers and trails that were sure to come…

…They all decided to take a few lessons in Starfleet's training. Rainbow Dash was especially excited, because she believed that by passing the training, "The Wonderbolts will have to recruit me for sure."

Twilight sighed. "Is that all you can think about?" she said.

"What do you mean?" asked Rainbow, and Twilight explained that she was signing up out of curiosity for a challenge. She already knew she was great at doing a lot of magic, but she wondered just how much more she couldn't actually do. "Have you ever wondered what it would be like to be the absolute best you can be...?" she asked.

Rainbow never thought of it like that before, and both she and Twilight made a pact that would both do their best to excel at the training and come out as top-notch pony-stars.

They soon, however, realized that training was going to be no walk in the park…!

On the very first day, Lightning and Grand Ruler tested everyone's current skills. How strong they were, how fast they were. Rainbow was confident that she'd be the fastest in the class, and she was. She excelled a one-thousand meter dash in only eight point four seconds, while all the others were slower than she was. "Yeah…! I totally rocked that!" Rainbow gloated with pride.

Grand Ruler was impressed by all their skills. "Well, Rainbow Dash… it certainly seems you are the fastest in the class." He said. Rainbow felt flattered, but she was soon confused when she heard him say "…but defiantly, not the fastest of all!"

"I don't get it…" said Rainbow "You all saw how fast I was…?" Her friends all agreed. "Yes, Rainbow you were fast." said Grand Ruler "But you must learn to excel even beyond your own built-in limitations. Move with purpose and clear direction. Cockiness is the key step towards blundering."

He demonstrated what he meant by letting Lightning run the course. The girls assumed Lightning wouldn't be very good as he had no magic powers of his own, but to their surprise, and Rainbow's shock. Lightning seemed to just zoom right through the course in only three point two-one seconds! Rainbow and her friends couldn't believe how fast that was and almost fainted in shock.

Lightning explained that he was traveling at 15.5 kilometers per second, which equaled to 55,800 KPH! More than five times as fast as Rainbow's absolute best speed of 9999 KPH. Twilight was amazed that a pony that couldn't do magic could be so strong and fast, and Rainbow was almost totally speechless when she was that it was possible for some ponies to go even faster. According to Grand Ruler, some ponies like him were most likely to one day reach the velocity of light squared, but only in theory. With a speed like that, a pony would be able to circumnavigate the entire universe... if they didn't stop for rest breaks!

Rainbow felt so psyched at the thought of going faster that she had ever gone before, but that would all come with time.

For the first few weeks, the ponies were put too hard to training to build up their physical strengths, testing their courage, and increasing their speed and swiftness.

Fluttershy didn't do very well in the courage sessions, but she was told that even the bravest fighter experiences fear and it gave her the edge she needed to try harder. Pinkie Pie had a hard time keeping her excitement down. She had to realize that this wasn't a game, and in the real battlefields it meant life or death.

Rarity easily was the worst student who had the hardest time fitting in. Not a single session went that she hadn't complained about having to get dirty or do things without the aid of her magic, such as heavy lifting or performing tasks. Grand Ruler felt a bit dismayed by her performance, but he kept on training her knowing the eventually she would have no choice but to try harder.

Applejack was amazing when it came to strength and attitude, and her speed had improved significantly.

Rainbow and Twilight did well too, and in a few months, all six of them had the skills or expert cadets, but this did not mean things were over. Now the serious testing began to see if they had what it took.

Running obstacle courses faced with dangers that were only magical illusions or cardboard props. Applejack and Pinkie Pie went first with their course- dodging all the traps and obstacles, and reaching the finish line as fast as they could. When they finished, they stood tall and proud, now on two legs, and saluted with their new earned magic hand-gloves.

Grand Ruler had been inspecting them himself, and Celestia was invited to watch too as well as time the girls. "A minute fifteen." she said. "Very good." added Grand Ruler.

Pinkie jumped her joy.

"YE-HAW!" cried Applejack.

Rarity and Fluttershy's obstacle course was different. It was a rescue scene. They had to rescue two baby foals, actually just dolls from a raging inferno fire, while avoiding making the situation worse or getting hurt themselves. The flames were only illusions, but Fluttershy was still freaked out by them, but with Rarity's help, the girls managed to brave the course and get the foals to safety. "One minute five seconds." said Celestia. "Very impressive…!" added Grand Ruler.

Rainbow Dash was training with Lightning in a shootout range. Being a great fighter also meant how well your accuracy as well as you judgment were. Rainbow's accuracy was perfect in every way, but she had quite forgotten the most important factor… the way she kept shooting at any target that popped up and she was going too fast to see properly.

And Twilight, she had one of the hardest courses a monster maze. She was to trek through a cave where cut-outs of monsters would pop up and was required to attack them either with her magic or physically. Though, every time a monster popped up, she fired a beam of magic at it, slicing the cut-out in two. When she came out, Grand Ruler and Celestia were very impressed. "Fifty-six seconds!" said Celestia "Excellent!" added Grand Ruler.

While the royal ones inspected the cave, the ponies all gathered round, almost all of them were happy with their results, but Rainbow was sulking hard. "You failed?" asked Rarity in disbelief.

"But why…?" asked Fluttershy.

Rainbow Dash hardly understood herself…

_She hit every single target that came at her. Every… single… one! She had hit all the evil creatures, but because she was careless and didn't take the time to think, she shot innocent creatures colts walking to school… old mares on a bench… even a stallion that was being held hostage._

"Well that tears it." said Applejack "You're just too trigger-happy."

"But … they're just cardboard." Rainbow said.

"Which doesn't change a thing…!" snapped Lightning. "The whole point of your exam was to show good judgment, not recklessly fly by your targets and showing off."

Rainbow simply scoffed at him and turned away, which only further infuriated him. "Just be glad you're not trying out for the Wonderbolts. They wouldn't be pleased with you." That was all he said. Rainbow couldn't understand what all the fuss was about, but her friends did, and they understood why Lightning failed Rainbow.

Rainbow couldn't believe this, but angrily stomped away.

There was far worse to come. Grand Ruler and Celestia were not please with Twilight and failed her as well. "What…?" cried Twilight. "You need to take the time to use your head before you ever use magic or a weapon."

Celestia agreed with her husband. "I'm very disappointed in you, Twilight Sparkle." she said.

Twilight tried to protest, but all Grand Ruler told her was to remember, "Sometimes the obvious choice is the wrong choice. Remember that." Then he and his wife headed off.

Celestia did think they were, perhaps, a little harsh on them, but Grand Ruler assured her it was only they would learn. "Trust me. She will come round. I have faith in her, just as you do."

…

Rainbow was obviously still too upset to talk to anyone. So they all gave her some time and space to herself, but Twilight, she had never felt so confused, or upset in her life. "I don't get it, Spike. Why did they fail me?"

"I have no idea. I wasn't there." said Spike "But I'm sure it must've been for good reason. They wouldn't just up and fail you."

"I'm sure it's nothing to worry about, Twilight." said Fluttershy.

"Yeah, don't be all beatin' yourself in. We all have our flaws in all this here trainin' stuff." said Applejack.

"Twilight, I'm certain that whatever flaws you may have will be as easily overcome as my own have." Rarity said, but that's when she realised she was standing on a sticky spot on the floor, and she began acting all panicky.

The others all laughed at how silly she looked, but the moment was soon interrupted when the alarms sounded. The girls and Spike wondered what the commotion was. Pinkie stood tall and proud and was ready to dash out the door "Pinkie Pie to the rescue!" she shouted, but Applejack held her back. "Whoa! Hold you horses, girl." she said. Pinkie had quite forgotten that they were all still not officially permitted to join battles. Whatever was happened was best left to deal with by Star Fleet and the Wonderbolts.

Suddenly, Spike belched out a letter from the royal ones…

It said that a band of pony thieves, breaking the law had robbed a bank and were now holding a family of pony's hostage in a mine near New Everfree Forest. The strangest thing was Grand Ruler and Celestia allowed Twilight and only Twilight to enter this battle, despite the regulations. She was to go to the battle alone, without her friends.

Twilight was baffled beyond words. "First they fail me in my test, and now they want me to jump into a real mission?" she asked aloud "What's going on here?"

The others didn't know, and weren't sure if it was right for Twilight to go out there, but the royal ones had ordered it, so Twilight had no choice. So she teleported…

…right to the area near the danger zone.

The Wonderbolts were keeping the by standers way back, while Star Fleet had the place completely surrounded. "Twilight…!" Lightning called as he touched down by her. "You got the call, I see."

Lightning explained they managed to round up most of the criminal-ponies, but a few more were still inside the mine with the hostages. "None of us would dare even try to sneak in there through the entrance; we don't know what they'll do."

Twilight realized that would be foolish, but she had an idea and thought maybe she would teleport herself deep inside the mine where the thieves wouldn't notice, and she could ambush them. Lightning knew this disregarded every regulation in the books, but allowed her to do it. "Be careful!" he warned her.

Twilight managed to teleport into the mine. At least the torches along the walls gave the place a little light so she could see where she was going. She quietly crept along, until she saw what she was looking for. A family of three, a mare, a stallion, and their little son we're being held at magic point by three nasty ground-unicorns wearing burglar masks and bandanas, and were threatening to blast the hostages if they didn't behave, or if anyone tried to rush in on them.

Twilight carefully moved into position, and then used her magic to teleport the unicorns away from the hostages. The thieves were confused, and then they saw Twilight, and a battle began. Three on one, but Twilight's physical training proved to be too much for the thieves; even their magic didn't work too well on her.

All that time building up her strengths, her body was so solid now she couldn't feel the pain as much from such a small blast, and her speed made it easier to dodge oncoming projectiles.

Desperate, one of the thieves grabbed one of the lit torches, and swung at it at Twilight like a weapon. She managed to dodge it and kick the thief hard into his comrades sending all three of them crashing into the wall. However, the force of the impact weakened the supports which held up the ceiling. The weight of the rocks was starting to give above the area the hostages were under. "They'll get crushed!" cried Twilight. She tried to teleport them to safety, but she had already used her teleporting too much, and it didn't work.

The thieves saw their chance to escape, and the one holding the torch saw something else two, right near where they were, hidden under some sheets. He quickly set the wooden supports by the sheets ablaze, and then he and his comrades ran outside, not caring that they were immediately caught by Star Fleet.

The fire was starting to spread faster, and the rocks above the hostages were going to cave in any second. "Hang on!" cried Twilight as she dashed over to help them, but she was suddenly interrupted when Grand Ruler sent her a telepathic message telling her, _"No, Twilight! First put out the fire."_

"What…?" snapped Twilight, she tried to protest, but Grand Ruler demanded she do it. Twilight had no idea why, but she did as she was told and put out the fire by using her telekinesis to lift a huge water barrel. She didn't stop until every last ember was out.

That's when the rocks above the hostages were starting to fall. "Oh, no!" cried Twilight. She dashed over as fast as she could, but the rocks already started to fall before she was halfway there. "NO!" The family was unconscious, and the little colt looked like he was really hurt.

Twilight just stood there with a hard look on her face, and tears of shame in her eyes.

A rescue team came in to help take care of the family, but Twilight's cheeks turned bright red in anger. "UGH!" she growled as she ran off right past Lightning "Twilight…!" he called, but she didn't stop.

…

Twilight was so angry and upset she was smashing rocks in her yard all day. The others were afraid to even approach her. "He told me to put out the fire first." cried Twilight "He was wrong! I never should've listened to him!"

Twilight angrily threw another rock, which Lightning caught. "Grand Ruler was not wrong, Twilight." He said to her, but Twilight protested "Yes he was! I should've gotten those ponies to safety first!"

"Twilight…" Lightning said "You did the right thing."

"No! I didn't!" Twilight roared "Now those ponies are hurt."

Lightning could see Twilight was going to continue being stubborn, so he told her that before she went popping off anymore that she go back to her training course and have a look around herself. "Maybe you'll see where you went wrong."

Twilight did just that, and she looked all over the training cave, all the targets she hit were still there and lying about, but now that she looked more carefully, she saw something she missed before…

Some of the monsters she hit with her magic had magical-resistant armor. If they were real monsters, her magic wouldn't have had any effect on them at all, and over using her magic was what made it so she couldn't use her teleporting skills over and over. She had to reserve what she had.

What was more; she also noticed a wooden crate with a burn mark on it, made by one of her missed magic shots. She tipped the box over and read the label, "Gun Powder?" The box was of course empty, but had it been full it would've exploded after being hit.

This made Twilight wonder, and she dashed back to the mine. She looked back at the area where the fire was and noticed the sheets. She pulled them away and uncovered a box of "Dynamite?"

She finally understood- if she hadn't put out the fire first, then the whole mine would have gone up and everyone would have been hurt, even those outside.

Twilight turned round and saw Grand Ruler standing at the mine entrance. "Sometimes the obvious choice is the wrong choice." He said to her. He also explained that the whole incident at the mine was merely a set up, and all those ponies, they weren't thieves, and the hostages weren't hurt all. Most of everything was just an illusion, and many had been told of this so as not to cause panic.

It was all done to teach Twilight the reality about being in Starfleet. "You are a very remarkable pony, Twilight Sparkle, but being a fighter isn't easy. Sometimes, no matter how good a hero you are, you just can't save everyone, nor make everything go right. I learned these tough lessons every single day when I first trained as a royal gaurd, so did Lightning and all those before him that joined Starfleet, and so will you… and all your friends."

Twilight finally began to understand where she was going wrong. She apologized wholeheartedly to Grand Ruler and vowed she would work harder to improve her skills. "I know you will." Grand Ruler said.

…

Meanwhile, Lightning had asked Rainbow Dash to report back to her training course. She was still in a very sour mood. "Why did you call me back here?" she asked.

"Thought you'd like to try the course again…" Lightning said.

Rainbow was confused at first, but decided "Okay." She began to get the feel that Lightning was hiding something from her and she didn't know what it was until she started the course. Again, she was zooming so fast and attacking every single target that came her way. Suddenly, she attacked one particular target and she stopped…! "Hey!" she snapped and she went to examine that cardboard cut-out. "It's Twilight!"

"That's right…" said Lightning. " You just destroyed your friend."

Rainbow suddenly remembered the full deal about being a fighter and how her desire to show off her best moves blinded her to the real deals. The creatures she fought before and would fight again were flesh, not cardboard, and a lot of those other creatures in her line of fire were bound to have families and friends who would really miss them. "That's it's important to use good judgment." Lightning said "I know this, so do all of Star Fleet, and even the Wonderbolts know it."

Rainbow felt very foolish for the way she had been acting, but her spirits were held up again when Lightning said "… and I know you will too."

…

Both Twilight and Rainbow shared their report to Celestia and Grand Ruler… saying that they had learned not to let their desires for greatness overshadow their better judgement, and that it took common sense to be a good fighter, not just amazing skills and magic.

…

The story was over, and Twink began to understand. He knew he would never be big in size- he was a fairy, but someday he would be able to do many things, "And we all love you just as you are, Twink." said Twilight.

Twink looked up. "You're all weird…" he said with a naughty smirk "But I love you all too."

Everyone smiled down on him, and his mother was very proud of him for learning to be patient with things.


	15. Prison Problems

**EPISODE FOURTEEN**

Lightning and Twilight had been summoned to the royal palace to be selected for a special mission. Over the past months, Star Fleet and the Friendship Force had been rounding up so many changelings, the prison caverns below were getting to be overstocked, and it was time to transfer a large portion of the prisoners to one of the prison planets Star Fleet occupied where the prisoners could be kept under tighter guard.

Cadence was going along too, as the imprisoned changelings would need love-energy to survive the trip and be successfully transferred. Both Twilight and Lightning were charged with keeping Cadence safe as she was inexperienced space-traveler.

There was, however, one problem. The prison planet, Conva, recently there had been reports received of trouble occurring and that the guards had been found locked up in prison cells, while others were injured. Prisoners had also been reported missing from their captivity and were barely caught before escaping.

"Well, who's in charge of the operations on Conva?" asked Lightning.

"Major Cerise Wonder." Grand Ruler said, and used his golden horns to project an image of her and her data files, she almost looked like Cadence except her color was darker shading, and her mane was shorter. "Wow!" said Shining Armor "Who knew…?" His wife gave him a little nudge.

"What's happened to her?" asked Twilight.

"We don't know." Said Celestia "We only just received word last night that she's been reported missing, but we don't know how, when, or even why. We want the three of you to investigate."

This meant Cadence was still going, as the space traveling would do her good for experience, and she could protect Lightning and Twilight in case any loose prisoners tried to escape and rush them. Cadence's love spells would help keep them at bay.

Shining Armor didn't like having his wife just dashing off into danger like that, but he had to trust everyone, especially Twilight. "You take care of her now, Twili…" he said teasingly "Or you're going to be sorry."

Twilight promised…

"Cross my heart and hope to live,  
My solemn vow to you I give."

That was her and her brother's special rhyme to one another when making a promise they vowed to try and not break.

After preparations were made, everyone went to the chamber where the main portal gate that lead into dimensional space, was. The pathway was set to guide the team straight to Conva.

Cadence bid her husband a loving goodbye and her assurance she'd be alright.

Instructions were given out. "You all understand…?" asked Grand Ruler. The others nodded "Good luck to all of you, especially you, Cadence. Your first space flight. Be careful out there."

Cadence bowed and said "Yes, uncle." Then she, Twilight and Lightning jumped through the portal and headed off into dimensional space. Spike wished he could have gone with them, but this was no mission for him. "I guess we just wait now." he said. "Good luck, Twilight."

…

The gang traveled across the dimensional pathway and Cadence stared out into space in awe. "Wow…! It's incredible." She said in a soft, amazed tone. "Just stay on the path." Lightning warned her. "Remember, if you fall into space, you could be warped anywhere in the universe and may never get back."

The girls did their best to stay on the path, and eventually they reached their destination; Conva… one of Star Fleet's many prison planets. It was a small and dismal dimensional planet, but not hostile. Just the place for prisoners convicted and sentenced to hard labour.

Lots of pits were seen where the prisoners down below were working hard at breaking rocks, mining, and all kinds of other punishment for their crimes.

The gang, however, had no time for sightseeing. They had a job to do. They had to find Major Cerise. "But she could be anywhere." said Twilight.

"Or maybe right behind you." said a voice behind them. The gang turned, and saw her "Major." Lightning said and he saluted to her, and she saluted back "At ease, Captain. Greetings Twilight, Princess Cadence."

The girls nodded in greeting. "What's happened here?" asked Cadence "We received reports of trouble."

Cerise nodded and was about to explain the situation when the alarms went off. "What's that?" asked Twilight, but she soon got her answer when an automated voice called out…

_"Danger…! Prison cell breech…! Danger…! Prison cell breech…!"_

"Quick! Let's go!" cried Cerise as she led the others to the facilities.

Already a whole swarm of prisoners were escaping from their cells and making their way to the exits. "Oh, no!" cried Cerise "I was afraid of this." she then led the gang to what looked like, her office "Get inside quick." but Lightning suddenly remembered something. Cerise's office was further down the corridor. "Girls, wait…!" but it was too late. The girls had already passed through the false doorway and found themselves locked in a special cell, blocked with a highly energized force field.

Cerise laughed maliciously, and then her voice changed, which made everyone realize immediately._ "A changeling…!"_

_"Yes."_ hissed Cerise in her double voice.

"What is all this about?" asked Lightning.

The changeling explained through Cerise that Queen Chrysalis was well aware that eventually the captured changelings would be transferred to Conva, and with Princess Cadence. So, she decided to bait a little trap, to capture the gang and use Cadence as part of her plan, and while she was at it, eliminate Lightning and Twilight.

"Chrysalis!" growled Cadence. She hadn't forgotten that evil little witch when she tried to ruin her wedding! She angrily charged at the force field. "Cadence!" cried Twilight and she reached and stopped her sister-in-law from colliding into the barrier. In the struggled, Cadence slipped and kicked a stone by her foot right at the barrier. The stone vanished in a small but violent bang.

The changeling laughed _"Fools…! That barrier remains highly energized. Even the slightest touch of it will bring fatal injury, and don't even think about using your magic, it won't work either."_

"What are you going to do?" asked Twilight.

The changeling explained that all the prisoners had been busy building special cannon that would be used to fire upon United Equestria, and zap all the love energy and send it right to Chrysalis on the planet Shadeos, finally gaining her the power she needed to be fully restored. "And You, Princess… are going to power the machine."

"What?" snapped Lighting.

"Huh?" cried Twilight

"Me…?" asked Cadence, and it was obvious why they wanted her. Since her magic was love energy itself, it would serve a perfect power source. "No! I absolutely refuse." snarled Cadence but the changeling only laughed again. _"It's not as if you have a choice."_

"She does!" snapped Lightning "You forget that I'm not trapped in there."

The changeling didn't seem too worried about that. _"And you forget that I control Major Cerise. Her powers, her skills… everything she has is under my control."_

Lightning was aware of this, and knew that he had to fight seeing as how Twilight was unable to perform her splitter spell, and this was indeed Major Cerise, an advanced Star Fleet fighter and superior in rank to Lightning. This wasn't going to be easy.

"Star Fleet… Magic…!" shouted Lightning, and he transformed and readied himself for battle. He charged forth shouting loud and strong, but Cerise sidestepped out of the way and kicked him hard into the wall. The girls winced in horror.

Lightning quickly got up and went after Cerise again throwing numerous punches and kicks which Cerise was able to block and counter, every last one of them. "Come on, Lightning!" Twilight muttered under her breath.

Lightning and Cerise had met in a fist lock and shoved each other out of the way. Cerise decided to make the fight more intense, **_"MAGENTA LANCE!" _**and at once, a powerful pink lance appeared. "Oh, boy." said Lightning. He heard stories about Cerise and her skill with the lance, and she was good. Lightning had a hard time dodging all her strikes or keeping away from her, and he got hit several times.

Cadence and Twilight wished they could help, but just as promised, neither of them could do magic while inside the cell while the barrier was up. Twilight couldn't even teleport them out. It was all up to Lightning… whom by this time was pinned against the railing with a drop down one floor behind him, and Cerise standing over him and posing her lance at his neck. The changeling laughed maniacally. _"How pitiful is this…? You- the apprentice of the Grand Ruler- a well-renowned Star Fleet fighter falling at the mercy of one of your own comrades. You're just pathetic!"_

She raised her lance ready for the kill, but as she brought her limb down to strike, Lightning pulled a fast one and punched her hard in the stomach, and then flipped her hard over the railing and she crashed on the floor below. "It looks like you're the pathetic one." Lightning said "You may possess Cerise's body, and her skills, but you're not using _her _actual brain powers, just yours, and that's your disadvantage."

Cerise got up, and the changeling was furious, and Lightning dived down at her to continue the brawl, and this time the tables had turned and the fight seemed even. Lightning managed to attack and land more hits on Cerise and even knock the lance out of her grip. "Not bad for a captain." Lightning gloated.

The changeling was outraged at this humiliation, and now saw no other choice. She made Cerise blow the whistle round her neck. "What's she's doing?" Twilight wondered.

"I don't think it's anything good." said Cadence, and indeed it wasn't as a whole swarm of escaped prisoners surrounded Lightning. He tried his best to resist, but he didn't have a chance against them all by himself. "No!" cried the girls.

_"Yes!"_ laughed the changeling.

Now that Lightning was in custody Cerise disarmed the barrier round the girls' cell, and ordered the guards to bring them along. It was time to begin the project.

…

The mega gun was resting outside, and poised upward out into space. Its cosmic rays would be powerful enough to stretch across dimensional space and hit United Equestria. Cadence was already placed inside a glass dome connected to the machine. "Let her go!" shouted Twilight.

The changeling ignored her and began to the magical drain. Cadence felt powerful magic zapping her. She screamed in pain and began to feel weak as she felt her magic being forced into the gun. _"Ten percent power." _said the automated voice.

Twilight and Lightning struggled to break free, but all those monsters and creatures holding them back- it was no use. Cadence continued to be drained and the gun was starting to come to life _"Twenty percent power"_

Seeing Cadence being harmed and knowing what was stake, Lightning was not willing to let this happen. Then he had an idea. "Hey!" he said at the prisoners "How do you know you can trust this changeling?"

The prisoners turned to face Lightning. "What do you mean?" they said. "Lightning!" snapped Twilight, but Lightning winked at her.

_"Thirty percent power"_ The rings around the gun were starting to glow one by one.

"How do you know you can trust Queen Chrysalis and her followers?" said Lightning "All they're after is energy. They don't care one bit about you."

_"Forty percent power"_

_"Don't listen to him!"_ said the changeling. _"Our queen promises you freedom and power beyond your wildest dreams."_

The prisoners bought it and refused believe Lightning, but now Twilight joined in. "The only creature Chrysalis is loyal to is herself. When she's done with you all, she'll destroy you too."

_"Fifty percent power"_

The gun was at half its power and Cadence couldn't hold out much longer against the drain on her magic, but the prisoners were all starting to feel confused. _"Don't you dare betray me."_ shouted the changeling. _"You will all be punished if you disobey."_ But bow the prisoners were so confused they lost focus, giving Twilight Lightning the chance they needed. The hit the creatures holding them causing them to let them both go. Lightning quickly flew up into the air, and Twilight teleported away. _"Stop them…!"_ roared the changeling.

_"Sixty percent power"_

Sadly, most of the prisoners had no wings or magic to levitate, and those that did were made short work of as Lightning, kicked, punched, and bashed them all away, as much as he enjoyed it. "I've got to get the princess out of there!" but the prisoners on the ground had surrounded Cadence everywhere, but luckily Twilight had just returned with help…!

She had teleported back inside the buildings, found all the guards imprisoned and set them all free to join the battle and even the odds. _"Get them!"_ shouted the changeling.

_"Seventy percent power"_

While the prisoners were all distracted by battling the guards, Twilight and Lightning made their way over to Cadence' prison, only to be confronted by Cerise. _"End of the line, ponies!" _she growled.

_"Eighty percent power"_

Lightning and Twilight just gazed at each other, rolled their eyes, and Twilight performed her splitter spell, knocking the changeling out of Cerise. Cerise came to her senses almost at once. "What… what happened? What's going on?" she asked. "Snap to it, Major!" snapped Lightning and he pointed at all the commotion going on, but to make matters worse, the machine was starting to go berserk without Cadence being in it.

_"Warning…! Warning…!"_ said the automated voice. _"Severe system-malfunction- Auto-fire will comment in one minute"_

"We can't let it fire." cried Cadence "Who knows what will happen now?

Lightning saw only possible hope of stopping the gun. "Get everyone away from here!" he said before flying up right towards the gun, standing directly in its line of fire. "Lightning!" screamed Twilight "Lightning! Are you crazy?"

Lightning ignored her and concentrated hard, until his golden horn began to glow and his whole body shinned with that mystical light. Everyone gazed up in awe. It had been a long time since Lightning used that special power of his, but he knew it was his only chance.

_"Auto fire in twenty seconds"_

"Get back!" Lightning said "This is going to be big!"

Everyone ran back quickly, but the changeling wasn't about to let Lightning ruin things, and tried to charge at him. "Oh, no you don't!" snarled Cerise, as she poised her lance, set on "capture", right at the changeling and shouted **_"MAJOR MISSILE!" _**

POW! The tip of the lance launched like a rocket and collided right with the changeling, hard! The changeling fell over, the magical explosion went off, and the changeling was encased in a sphere.

"That's one problem down." said Twilight, but now the gun was ready to fire. The energy was starting to channel at the tip of the mouth. "This is it…!" Lightning said "COME AND GET ME!" he shouted.

The gun fired immediately, and as the energy went straight at Lightning he unleashed the **_"UNIFORCE…!"_** colliding his power with the force of the energy actually matching its force and pushing it back softly into the gun. _"Come on, just a little more!"_ Lightning said in his thoughts.

Finally, the two forces shot straight at the gun, destroying it in a ball of fire and stopping the energy blast. The criminals were so shocked by how much power Lightning obviously had, and it gave Cadence the perfect chance to hypnotize them all with a love spell so they'd do what she would say "Now you all go back to your cells." she told them, and they did as they were told.

Lightning landed near Twilight. "Wow! All she has to do is ask?" he asked jokingly. Twilight laughed with him, but that was the magic of her sister-in-law.

…

With all the prisoners locked up again, and the changeling plan thwarted. The gang headed back to United Equestria and then back again transferring the load of captured changelings. As Lightning helped Cerise load the last load of prisoners into maximum cryogenic detention "I'm amazed young Dawn." Cerise said "You managed to actually overpower me and destroy a mega-gun."

"Not bad for a captain." said Lightning with a smirk.

Cerise promised to take better care of things, and would mention about Lightning's heroics and his friends in her report. "Grand Ruler will be please."

Lightning nodded, and then they saluted each other goodbye, and then Lightning Twilight and Cadence headed back through the portal and into space.

"Well… this was an experience I won't forget." Cadence said. "Thanks, you-two… for getting me out of there."

"It was the least we could do." Twilight said "We promised after all…" added Lightning, and he and Twilight said Twilight's rhyme together.

_"Cross our hearts and hope to live,  
__Our solemn vow to you we give."_

And they all shared a laugh together as they zoomed across the pathway heading for United Equestria.


	16. The way the cookie crumples

**EPISODE FIFTEEN**

One Saturday, Apple Bloom invited the Cutie Mark Crusaders to New Sweet Apple Acres for a slumber party, with kind permission from Applejack who promised to make them all a big dinner, especially as she had guests over. Rhymey Lightning, Twilight, Spike, and Krysta had come to assist in some harvesting and Applejack thought "Why not have a big dinner party?"

The crusaders also thought they'd help with the harvesting hoping it would earn them their cutie marks, except for Daphne Dill as she was a winged unicorn and would never have a cutie-mark, but she still helped anyway.

Alas, the other crusaders still had blank flanks, but Applejack was very proud of them for all the hard work they did with the harvests. "I think four special ones are in for a special treat." She assured them.

The girls desperately wished to know what it was, but Applejack told them to wait until dinnertime, but for now they had done enough and she sent them off to play. The crusaders retreated to their tree-house, and spent the rest of the day either playing, or thinking up new ways for the three of the four to earn their cutie marks until late in the afternoon, and it was getting close to dinner time.

"What do you think that special treat of ours is going to be?" asked Scootaloo.

Apple Bloom's stomach gave a little growl. "I don't know, but if I have to wait much more for dinner I'm gonna be as shriveled as a grape in the sunlight."

Sweetie Bell and DD's stomachs growled too. They were all pretty hungry, but DD decided to wait. "Cousin Buddy Rose once told me, he was on a mission that left him without food for three days and all he ate were seeds and nuts and anything he could find."

The others thought while that was strange, it didn't help them feel any less hungry. Apple Bloom thought maybe they all ought to dip into the Crusader's Confined Cookie Collection- a secret jar they kept hidden under a board of the tree house filled with cookies for their snacks.

"But if we eat now, we'll spoil our appetites." said Sweetie Bell, but the others had already dipped into the jar and were snacking on cookies "Come on, Sweetie." said Scootaloo with her mouth full "A few cookies once in a while never hurt anyone."

Sweetie Bell's stomach growled again and she figured, maybe a little nibble or two wouldn't hurt. So she joined her friends and snacked away.

…

Meanwhile, most of the gang had finished up their chores for the day. The harvest was complete. Buddy Rose had harvested a lot of strawberries. Spike tried to sneak one, "Don't even think about it, Spike." Twilight said. "Ah, come on… it's just one berry. Maybe Buddy Rose won't notice."

"I _would_ notice, Spike." Buddy Rose said "I've counted every single one of these berries. A good gardener always keeps track of his crops."

Spike sighed and tossed the berry in the basket. His stomach gave a huge growl. "How much longer do we have to wait? I'm starving."

Twilight felt the same as Spike "I haven't eaten since lunch." she said.

Rhymey came along and he seemed pooped after all his work…

"Hunger has made me weak in the knees.  
I feel I could eat a ton of bread and cheese."

Applejack came along with Big Mac carrying baskets and bags filled with some of Applejack's finest cooking. "Well, ya won't have to wait much longer. Come and get it!"

"Wow!" exclaimed Spike. "I knew we were getting a big meal tonight, but I didn't think this big."

Applejack had prepared a lot of food for everyone.

"To prepare all this must've taken you hours.  
If only I'd known, I'd have thanked you with flowers." Rhymey said.

"Aw, Rhymey, you're so sweet." Applejack said, "But really I just want everyone to have a good hearty meal."

"E'yup." said Big Mac "Besides, we know Apple Bloom will be mighty starved. Her eatin' habits ain't what they used to be."

When the others asked why this was, Applejack explained that Apple Bloom had been developing somewhat of an eating disorder- always gobbling up mouthfuls of junk food and snacking when she shouldn't be.

"Well, she's a growing pony." Twilight said "It's just a phase. I'm sure it'll pass."

Spike's stomach growled again. "And I think I'm going to pass out if we don't eat soon." he said. Everyone felt the same. Applejack had sent Lightning and Krysta to get the crusaders.

"Here they come…" said Buddy Rose as Lightning and Krysta came soaring overhead, but the crusaders were nowhere to be seen. "They aren't in the tree-house." Lightning said. "And they're not at the house." added Krysta.

The others thought for sure that the girls would be around. In the meantime they decided to have dinner out on the pasture under the stars, and as they all went to set up, Applejack asked if he made that delivery for her yet.

"No, I ran out of time, but I'll do it right after dinner." he promised.

The others wondered what Lightning promised, and Applejack explained she had backed a big batch of special apple-crisp cookies. "You mean… your famous apple-crisp cookies?" Spike asked with his mouth drooling.

Twilight knew how he felt. "I just love those cookies. They're so delicious."

Applejack had baked a large batch of them. Some she brought along as a treat for dessert, but there was a bigger batch in a brown paper sack at the house for the royal ones. Queen Celestia and Grand Ruler Celesto had requested a big batch of cookies for a special treat for the guests they were inviting to a private gala the next night. Lightning was supposed to deliver them to the palace, but he was so busy doing his extra chores around the farm that he lost track of time.

Applejack didn't mind. "It's not like that's bag's goin' anywhere." But Applejack was wrong…

…

The crusaders had stopped off at the house thinking everyone was eating there for dinner. "Hello…?" called Apple Bloom, but no one was home, except for Granny Smith and she was sound asleep. Not even a stampede would wake her up.

"Where is everyone?" asked Sweetie Bell

"I hope they haven't forgotten about dinner. I'm starving!" said Scootaloo.

They all walked into the kitchen and found nobody there, just a big brown sack on the table. "Hey, what's this." asked DD. She sniffed the air "It smells like something good."

The other crusaders sniffed, and they all recognized it at once. "Hey! IS that was I think it is?" asked Sweetie Bell. She knocked the bag on its side, splitting it open revealing a huge batch of.

"APPLE CRISP COOKIES…!" they all shouted. "Say… maybe this is that big treat Applejack promised us." Sweetie Bell said.

DD wasn't so sure. They hadn't even had dinner yet and didn't seem right to eat a whole batch of cookies like this all at once. "Maybe we should wait first?" she said, but the others were already diving right into the cookies. DD still wasn't so sure about this, but until her friends tempted her with some of the cookies, and DD having had Applejacks mouth-watering, super-sensational apple crisp cookies, she just couldn't resist.

As they continue to gulp down those cookies, Sweetie Bell thought they should try and eat faster. "Maybe we can get our cutie marks for fast eating." Scootaloo and Apple Bloom liked the idea and they began to eat faster, but DD just at her own pace.

They ate all those cookies until nothing but a few crumbs were left, and the girls were looking pretty crummy themselves. They all sat at the table groaning and moaning and holding their stomachs, and they still hadn't earned their marks. "Oh, girls…! We shouldn't have eaten all those cookies." groaned Scootaloo.

"I don't feel very good." cried Apple Bloom.

"Me neither." said Sweetie Bell.

"As a matter of fact…" said DD "I haven't felt this bad since on Unicornicopia when Star Fleet battled the Whirlwind Warlocks of the planet Phantos! I'll never forget those creeps and the way their tornadoes kept spinning the air round, and around, and around, and around!"

"STOP!" cried the others. "DD, please… no more whirlwind stories." cried Apple Bloom.

"Oh! Sorry…!" groaned DD. "Oh, my!"

The gang came in the through the kitchen door. "Girls!" cried Applejack "What's the matter with you four?"

"We we're looking for you everywhere. Dinner's ready." said Lightning, but just the mentioning of food made the girls all turn green in the face. "Sweetie Bell…! What's wrong?" asked Twilight.

Sweetie looked up. "So-long, Twilight… Say goodbye to…oh… Rarity for me, will you? Ugh!"

Buddy Rose sat by his cousin. "DD…? What happened? You girls look sick."

Spike noticed the way the girls were groping and groaning. "Maybe it's something they ate?" he suggested "Believe me, I know what it feels and looks like to have a tummy ache."

Rhymey saw the empty sack on the table, and examined the crumbs around it. It didn't take too much to put it all together.

"Oh! Who wouldn't look a bit green round the eyes?  
Especially after eating a whole bag of cookies this size!"

"What?" snapped Applejack. Her hat almost fell off as she quickly grabbed the empty bag. "Oh, no…! Girls, what have you done? These cookies weren't for. They were supposed to be sent to the Queen and the Grand Ruler for their gala."

The girls' eyes widened in shock "Aw, shucks, sis…" cried Apple Bloom "We're so sorry. We thought they were that special treat you were gonna give us."

"Oh, girls…! How could do such a thing." Krysta said.

"Well, all I can say is… the royal ones ain't gonna be too pleased when they hear what happened to their cookies."

"E'yup." agreed Big Mac.

"It's all your fault. All four of you are to blame.  
These cookies weren't yours. For Shame! For Shame…!" Rhymey scolded.

"Come on, Rhymey. That's not helping." said Twilight.

"Yeah, I think the girls already feel bad enough as it is." added Applejack. She didn't sound as upset though. "Come on. Let's go back to the pasture. There's no sense in lettin' dinner go to waste. We may as well enjoy it. If you girls wanna come, you're still more than welcome."

They all left, but the girls didn't feel like joining them. "Girls." cried DD "We've made a terrible mistake."

The girls all nodded. "Ya can say that there again." groaned Apple Bloom.

…

As everyone else ate their dinner under the starry skies, it was a good thing most of them were famished because without the girls there, it meant everyone could split their shares of the food. Applejack had prepared extra helping of the girls' favorites. That was the treat she intended to give them. Now there was hardly any point.

Applejack however hadn't even touched her food. She didn't feel much like eating. She couldn't stop thinking about the cookies and what Queen Celestia and Grand Ruler would say. The cookies were gone, and there was no time to make more as it took three days to make the cookies to such perfection.

Lightning felt it was partially his fault. "If only I had delivered the cookies when I knew I should have, none of this would've happened."

"Oh, don't blame yourself, Lightning." Krysta said.

"Yeah, it was just an accident." said Twilight "Besides… the girls didn't know the cookies weren't for them anyway and they were obviously hungry."

Rhymey nodded in agreement,

"But still, eating a big bag-full so quick…?  
It's no surprise that they feel so sick."

"E'yup." agreed Big Mac "I'll bet they've learned their lesson from this, and I hope Apple Bloom realizes what a glutton she's becomin'."

"Unlike some around here…" Twilight said as she gazed down at Spike, and the way he was just gorging down his food. "I'm not a glutton." he said with his mouth full.

Everyone chuckled, even Applejack. Then DD came along. She was still holding her stomach in pain, but she found the strength to move. "DD, what are you doing here?" asked Buddy Rose.

"I came to apologize again." DD said, but Applejack was already smiling at her. "Oh, DD. Buck up. I'm upset, sure thing, but I'm not mad with you… or the girls."

"You're not?" asked DD.

"Naw…" replied Applejack "But there is somethin' I do want you to promise me- the others too. That from now on you'll think first and ask questions before you just dive right into something before ya know what it really is."

DD wasn't sure she understood, and that's when Buddy Rose suggested "Why don't we do that song we sang together?"

Big Mac was up for it, and so was Applejack. "Now pay attention and listen closely, DD." She said, and then she sang a song about how important it was to ask questions, because if you didn't, you'd be in for a nasty or depressing surprise.

While she sang, the others all did square dances, and by the time the song was over, DD fully understand and promised Applejack she'd remember to ask questions.

Still, Applejack didn't know what she was going to do about the cookies.

…

That night when the girls were all in Apple Bloom's room and tucked into their sleeping bags, their stomachs didn't hurt anymore, but all four of them were still wondering what to about the cookies. Sweetie Bell thought maybe if they paid for the cookies that they ate, "Even if we could, what good is money going to do?" asked Scootaloo.

The girls all sighed, and then noticed Apple Bloom was munching on some graham-crackers, one of the many things she stored in a box under her bed. "What are you doing?" asked DD "How can you still be eating at a time like this?"

"Aw, this ain't eatin'. It's more like nibblin'." Apple Bloom said "Besides, I haven't had anything to eat since we ate all those cookies."

The girls could hardly believe this. "I think Applejack was right about what she said." said Sweetie Bell "You_ do _have an eating disorder."

Apple Bloom denied it. "A little nibble here and there never hurt anyone." she said, but then the girls, one by one, brought up times over the past week that Apple Bloom was nibbling a bit much…

Like the time at school, she tried to sneak a bite of nuts during story time and Ms. Cheerile caught her… or the time that she finished her lunch at the Cake's café and then had two slices of cake… Or even when she entered that contest to see who could eat the most cherry pies…

The more Apple Bloom thought about it, and the more she gazed down at her crackers. She finally realized "Sweet Nellie, you're right. I've been stuffin' myself more than fat ol' hog on a gorgin' spree."

Apple Bloom realized she needed to break this gorging habit of hers, and she also remembered about the cookies and Applejack. "We've got to think of something and fast."

Scootaloo had one suggestion, but only if the gang unanimously agreed… and they did!

…

The next morning, Applejack was sitting outside trying to think of what to say in a letter to the royal ones, apologizing that she had no cookies for them as she promised, but she was so frustrated and worried that she couldn't seem to think straight.

Big Mac and Buddy Rose tried to assure her it would be okay, but she had a hard time believing that.

Just then, Lightning and Krysta came along. "What are you two doing here?" asked Buddy Rose.

"Apple Bloom asked us to come here." Krysta said "But she wouldn't say why."

"Look…" Lightning said "Here she comes, and the other crusaders."

The crusaders came along with a few small boxes, and Apple Bloom was carrying something behind her back. "First thing's first, sis." Apple Bloom said "I wanna apologize again, on behalf of all the cutie mark crusaders, for eatin' all those cookies."

"Aw, it's all right, Apple Bloom. Ya didn't know." said Applejack, but her sister insisted that there was no excuse. "Even if we didn't know the cookies weren't for us… well… at least I should've know better than to eat 'em all at once. That was wrong of me, and I'm sorry. That's why… we want to give these to the royal ones."

The crusaders handed Lightning the boxes and Apple Bloom gave him the cookie jar she was holding behind her back- the very same one from the tree house. "But these are all your personal snacks." Lightning said.

Apple Bloom nodded and explained she finally realized her eating habits were getting out of hand and she wanted to try and lift it. "I figure if all these snacks aren't around then, I won't be nibblin' so much."

"Besides…" said Sweetie Bell "We owe it this much to the royal ones for eating their cookies. Even if these aren't the treats they requested."

"Aw, girls that's so sweet of you." Buddy Rose said.

Big Mac sniffled and wiped a tear from his eye "E'yup."

Lightning was proud of the girls. "I know the royal ones will be thankful that your hearts are in the right place, girls." he said.

The girls also handed a letter to the royal ones they wrote. "Thank you, girls…" Krysta said "Let's go Lightning."

"Right…" Lightning said. Krysta formed a portal leading to the palace, and she and Lightning jumped in and were gone. Applejack then tackled the girls playfully to the ground in a play wrestle. The girls all laughed and jumped all over her.

…

The royal ones were happy with the offering the girls made, and were especially pleased with the letter they sent…

_"Dear Queen Celestia and Grand Ruler Celesto…_

_We're sorry we ate all those cookies Applejack promised you, and hope you'll appreciate our offering._

_This little accident did teach us that it's important to think first and ask questions before diving right into something before you truly know what it is, and it's also a better idea to think of others and not just yourself._

_We'll never eat so many cookies all at once again… especially without asking first._

_…The Cuite Mark Crusaders."_

The royal ones smiled and nodded at once another before sample one or two of the treats, and even clinked two glasses of fresh milk together in cheers.


	17. Revelations

**EPISODE SIXTEEN**

Chrysalis was in big trouble…

Over the past weeks she had sent a while swarm of changelings to United Equestria to attack it all at once, but each and everyone one of them had been defeated and captured by Star Fleet and the Friendship Force.

They all had split up, and each managed to single handily capture all the changelings, some even managed to do it without Twilight having to use her splitter spell.

Still, the changelings managed to round up a lot of energy for Chrysalis, and her life force was almost fully stabilized, but now she had another objective to accomplish and required more energy in which to make it happen. The problem was that by this time, planet Shadeos was starting to seem deserted.

Chrysalis and the Captain had been rounding up every last changeling they could find, but alas, even with the guards, the gang was so small they didn't even fill up a third of the throne room in the fortress. "Is this all there is left?" asked Chrysalis.

"I regret to say yes, my queen." said the captain.

Chrysalis gritted her teeth, "And you all call yourselves mighty fighters?" she growled "Be fortunate for you all that I still have need for you all. Now out of my sight, all of you. I have thinking to do."

The changelings did as they were told. The captain left too with a scowl on his face. He retreated to his secret alter and continued to finish his latest project. He really hated Chrysalis at this point, almost even more than he hated the ponies, but now that changeling army had almost completely diminished, he knew it was time to make his move, but first he had one more little experiment to conduct.

First he created a robot built for power, and then he made one built for speed. Neither one of them was successful in destroying the ponies, but that didn't seem to matter too much for him. "If this next experiment of mine is successful, I'll have finally gathered all the ideal information I require." He hissed to himself.

As he prepared to give the core energy one of his spheres containing stolen energy from the jars in the throne room, he had another idea, one that was sure to bring a definite victory over Chrysalis.

…

The robot was sent to United Equestria, and the alarms went off and the civilians ran for the nearest shelter before the shields came up, but some of the civilians didn't make it in time. The robot grabbed them and began to absorb their energy, leaving them weak and unconscious.

It wasn't long before every single member of Lightning and Twilight's gangs arrived on the scene. "Friendship Force, let's go." Said Twilight and they dashed off to help the civilians who hadn't made it inside to safety, while Lightning and his gang confronted the robot.

The robot spotted them and narrowed its eyes at them.

_"STAR FLEET... MAGIC…!"_ Lightning and gang all transformed into battle-mode. "Remember, find the energy-core and destroy it." shouted Lightning "Go…!" and he and all his friends charged into battle. Buddy Rose and Artie attacked but got punched out of the way.

Starla went after it and tried her **_"PULSAR LASER…!"_** but the robot quickly turned and fired its own lasers out of its eyes countering her blast and sending it back at her, hitting her hard and knocking her down.

Dyno and Myte tried to attack the robot at the same time, but it caught their punches and kicked them both aside.

Finally, Lightning went at the robot with his fists and feet moving wildly and swiftly, but the robot managed to counter his eyes move, and then engage him in a fist lock, and blast him hard with its lasers sending Lightning slamming into a tree. The entire gang rushed over to help him up. "Lightning, are you alright…?" Buddy Rose asked.

"I am…" replied Lightning.

"What is with this robot?" asked Twilight "It's like it knew your every moves before you even had a chance to make them."

Rainbow Dash didn't believe that and flew towards it. "Rainbow, stop!" shouted Lightning, but Rainbow had already flown high up. **_"SONIC RAINBOOM…!"_** and Rainbow dove straight the robot, ready for the impact, but the robot simply raised its arms and grabbed her, and actually stopping her in midflight. Rainbow struggled all she could but couldn't move and further, and the next thing she knew… the robot whammed its solid head right at hers sending her crashing hard into a lamppost.

The others winced. "Ooh! That's gotta' hurt." cried Spike.

Rainbow felt all dizzy and everything was swirling and waving before her eyes. She shook herself awake. "He actually stopped my attack?" she asked in utter disbelief.

Krysta suggested all the Star Fleet fighters try attacking the robot at once. "Good idea…" said Lightning. "All right, Group formation!"

All the fighters stood in a line, each of them holding out their weapons and readying their attacks. Twilight and Rarity stood at the end with their horns glowing. "FIRE…!" shouted Lightning, and all together the attacks formed a giant stream of magic launched right at the robot. It looked like a sure-fire hit, but the robot just opened up its huge mouth and actually absorbed the attack and then spit it right back at them all. "LOOK OUT…!" screamed Rarity.

Right at the last moment, Krysta used her powers to create a portal to absorb the blast and launch it out into space where it exploded harmlessly. "That's as close as I ever want to come." panted Krysta.

The more the gangs kept trying, the more the robot managed to outsmart them in every possible way. Nothing they did was working, but everything the robot fired at them was working for it. One after another, gangs got hit, blasted, and they were all starting to feel worn out, while the robot, being a machine, just kept on coming.

"What are we going to do?" cried Fluttershy.

Lightning had absolutely no idea, and he never thought he would say this. "We've got to stall for time. We're going to have to hide and strategize."

The team almost completely disagreed, but knowing the robot could get through the force-field meant things would be slightly okay. They needed plan and they needed one now, not to mention they needed time to rest from getting bashed so hard.

Krysta warped them all away, to the caverns in the desert outside.

Now that they were all safe, they could discuss things.

"Oh, my poor hooves…!" Rarity cried as "It's going to take ages to beautify them again."

"Never mind that, Rarity." said Rainbow "We've got to think of a way to stop that robot."

Twilight and Lightning suddenly remembered something…

In their studies they once read books on old enemies of Equestria, before it was destroyed…

A long time ago, when Twilight was supposedly just a foal, an army of mysterious robots had suddenly appeared from out of nowhere. Not too much was known about them, where they came from, who built them and why. But one thing was for certain, they were dangerous creatures of unbelievable abilities. They were immune to most kinds of magic, including capture spells. They could not be contained or imprisoned.

Celestia's army tried to battle these robots, but soon found the robots abilities. Some were built for speed, and some were built for super strength and power, and others… like the one they were facing now, were built for intelligence- they could scan their opponents brainwaves, and come up with an immediate and perfect move to counter whatever was coming at them.

"That explains why we couldn't even scratch it.  
Attack it, harm it, or even outmatch It." said Rhymey.

The others all began to feel a little dismayed as if they wouldn't have a chance- not against something that knew their every move. Even Twilight and Lightning weren't sure how. Very little was known about the robots. All else that was known was the robots seemed unstoppable and Equestria had nearly had it, but it was only believed that a single pony rose up and managed to defeat the robots, but the pony disappeared shortly after and was presumed dead, unable to tell the tale.

"Well that's just great." said Spike sounding down.

"Aw, buck up, Spike. We'll think of somethin'." said Applejack.

_"Si,_ but what?" asked Dyno.

"How can we hit something that if it knows everything we can do?" added Myte.

The entire team sat and thought it over, but most ideas were dismissed due to the robot's quick sensing abilities. They couldn't even attack it all at once.

Suddenly Lightning had an idea. "How is the robot sensing our moves again?" he asked everyone rhetorically.

"Because it can sense us and anything it sees." said Artie.

"Exactly." Said Lightning "Everything _it sees…!"_

Everyone caught on to what he was trying to say and they all thought the idea was well worth a shot. "Dyno… Myte…" Lightning said "We're going to need a little bit of help from you guys for this one."

The twins nodded with sinister grins on their faces.

…

The Wonderbolts had arrived since the team's retreat, as were the regulations, to try and keep the robot distracted, away from any citizens that didn't make it into the shelters, but they too were hardly much of a match for such a powerful brute like the robot and some of them got just as badly beat up as the team did. No major injuries though, but they did get their energy drained.

"Look!" cried one of the Wonderbolts…

Lightning and Twilight's two teams were soaring and galloping back into action, Dyno and Myte, however, didn't seem to be with them. Lightning told the Wonderbolts to stand down. "We'll take over now."

The Wonderbolts saluted and maintained their posts guarding the civilians.

The robot gazed at the team and pounded its fists together twice ready for another go. "Remember our strategy." Lightning said to the team "Go!" and the team charged into battle, but only seemed to be repeating exactly what they did before- attacking it one by one only to have each and every one of their attacks backfire, and they got hit again.

"Keep going!" Lightning said as he took his turn, and got his beating, and the team kept on going and kept on getting beat up as well.

Finally the robot had Twilight at its mercy- slowly inching towards her and ready to sap her energy and she was on the ground inching away. But she was actually leading it into a trap, as it was only programed to counter attacks and oncoming magic spells, not strategies.

Finally, Twilight had lead the robot to the precise area she needed to be, and was backed up against a rock wall. The robot looked ready to get at her when Lightning shouted, "NOW, BOYS!"

The ground beneath the robots feet suddenly exploded and the robot fell through a large hole and into a deep dark mine the twins had been digging in for some time, so dark that it couldn't see a thing until it turned on its infrared vision, but even still it could only see straight ahead.

Dyno and Myte were also hiding in the mine. The robot was playing on their turf now, and as such it wasn't prepared for what happened next.

Dyno and Myte, both wearing a miner's hat with the light on, with ran right past the robot "Yoo-hoo! _Señor Robot!"_ they mocked at it. "You can't us! _Andale…! Andale..!"_ and he began to dash through the mine with the robot chasing after him. OF course the robot wasn't built for that much speed and couldn't catch up to him.

As the robot chased the twins through the mine, many of the others were hiding in strategic places in the dark where the robot wouldn't be able to see them, and since it couldn't see them, it couldn't sense their attacks.

**_"STARLIGHT ARROW…!"_**

**_"ARTFUL STAFF SPIN…!"_**

**_"THRASH SLASH…!"_**

Those three attacks hit the robot head on. Everywhere the robot looked it got struck by more attacks, each and every time.

**_"WHIPLASH STRIKE…!"_**

Applejack and Pinkie Pie gave the robot a double-kicking in the back sending it slamming into a wall. The robot looked up and saw an opening in the ceiling, leading back outside. It crouched down and leapt up through the hole, only to get caught by surprise as the others were standing by the hole waiting for it to jump up, jump-kick. Twilight and Rarity stood side-by-side and kicked the robot's head hard knocking it off and exposing the energy core. "There it is…!" cried Twilight.

Lightning then gazed up in the air "Rainbow… you get this one!"

Rainbow saluted, "HERE I COME!" she shouted as she dove downward. The robot still raised its arms ready to defend itself. "Not this time, you don't!" hissed Fluttershy as she soared in from the side and kicked the robot hard throwing it off balance. Lightning then quickly scooped up Fluttershy in his limbs and zoomed out of the way shouting, "NOW, RAINBOW!"

**_"SONIC RAINBOOM…!" _**Rainbow shouted as she dashed straight at the energy-core destroying it and the robots body in a big explosion.

When smoke had cleared Rainbow leapt up cheering for joy along with the others.

The Star Fleet fighters transformed out of their battle-modes, and they all began to work together to help clean up the little bits of mess they made in the field. As they worked Twilight and Lightning still looked worried about something.

"Are you two okay?" asked Starla and the others explained how it still bothered them about the robots. "So far, we've face a robot of strength, speed, and intelligence; the three fields of a battler." said Lightning.

Twilight nodded "But that still doesn't explain where they're coming from, who's sending them, and why." she said. A brief silence befell everyone. It was defiantly clear now that there was another evil out there coming after them, and it was clear by now that battling all three robots so far had to be some kind of test.

If only they knew more!

…

Chrysalis witnessed the whole thing, and her guards had discovered a secret altar in the outskirts of Shadeos. "I bet I know who's behind all this now." She hissed angrily and marched back to her throne room where she was horrified to discover her energy jars were all tipped over and shattered, and all the energy she had captured was gone.

The captain stepped out from behind Chrysalis throne "My, my, isn't this a tragedy." he mocked "It looks like someone destroyed all your precious love energy. Now who'd do a thing like that?"

Chrysalis' anger was raging inside of her. "You…!" she hissed "You… TRAITOR!" she dashed ready to tear him to shreds. "Ah, ah, ah…!" The captain said as he pulled open the black curtain behind him revealing one jar of energy he hadn't destroyed yet. "You wouldn't want me to shatter your last jar would you? Because that would cost you the last of the energy you require."

Chrysalis didn't understand "You're a changeling, like me! Why would you put your own life in danger and side with outside forces?"

The captain had to laugh at her "Poor, pitiful Chrysalis. You've become so obsessed with your desire to conquer United Equestria and your lust for emotion-eating; you've forgotten one of the first rules of magic: _Things are not what they seem." _His eyes glowed mysteriously, and he revealed his true self. A full armored creature all silver and shiny, wearing a red cape, and a strong helmet over his head revealing only the lower half of his face, which seemed flesh.

The captain was in fact, a robot leader, who had been posing as a changeling with the aid of a disguise gem, which he felt no longer needed and threw it away. He explained to Chrysalis who he was and why he did what he did… but ultimately, he planned to conquer not only United Equestria, but the entire dimensional universe and turn it all into a world of machines._ "The love energy that you have collected also serves as a power source for my robotic-creations, now that I have all I require I have no further use for you, but since I cannot risk having any competition in my way..." _that was when he punched the last jar with his strong iron fist shattering it and releasing the energy. "No!" cried Chrysalis.

The captain chuckled at her loss. Now that her changeling army was almost completely diminished, and without the love energy to feed her life force, she'd eventually die. _"Consider this my resignation." _he mocked at her _"Farewell, Queen Chrysalis, and… thank you for helping me."_

Chrysalis furiously tried to zap him with her magic, but had forgotten that he was immune so such spells, and he shot at her with his left-arm laser forcing her back into a wall. While it was tempting to just wipe her out then and there, he preferred to let her wallow in her misery and watch her squirm. So he vanished, and was gone for good leaving Chrysalis in her messy throne room.

She angrily kicked over the throne and shouted in a blaze of such outrage!


	18. Birthday Blues

**EPISODE SEVENTEEN**

One night, Twilight came to the royal palace to deliver a friendship report, and to get a special present she had kept there by permission of the royal ones. When Goldwin asked why, and Twilight explained that she on her way to Fluttershy's birthday party and the present was from her and the royal ones for Fluttershy, Goldwin asked what a birthday was, and Twilight explained everything about birthdays and birthday parties. "It's to celebrate the day you were born on. Everyone has a birthday." and then she left.

Goldwin began to feel a little sad- everyone had a birthday except him! After all, he wasn't born. He was brought to life when Abra Kadabra gave him his magic mask the changed him from a statue into a pony. Suddenly that made him realize maybe it was that very day, when Abra came. Maybe that was his birthday. The only problem was… Goldwin couldn't remember when that day was. "I guess that's it then." he said to himself "I guess I'll never have a birthday. A birthday party or a birthday cake… I won't be able to celebrate with my friends. I'll never truly have a day I can call my own."

With that, he had fallen into another one of his cases of the lonely blues.

…

Fluttershy's birthday party was fabulous. There was cake, other treats, songs, dances, and games for everyone. Fluttershy even received a lot of presents, among them was a special book from Twilight, Medals from the royal ones for her bravery in past battles. Rainbow gave a sonic rainboom to go along with Dyno and Myte's fireworks. Rhymey even wrote his mare-friend a poem which turned into a song, and Fluttershy almost burst into tears of happiness after hearing it. "Thank you all so much." she cried "This is the best birthday I've ever had."

…

The next day, Lightning and Krysta had returned from the royal palace after capturing another changeling and delivering it to the prison-caverns in person. "How's everything at the palace?" asked Twilight.

"Well, everything's fine. Oh, and Cadence and Shining Armor say hi." replied Lightning. "But, Goldwin…"

"What? What's wrong with Goldwin?" asked Spike.

Krysta explained that while at the palace, she and Lightning noticed that Goldwin was looking pretty down hearted. "He said he was okay, but… goodness, I've seen happier faces in frowning contests."

Twilight suddenly remembered, "He did look a little sad when I saw last saw him. It was just before I left to go to Fluttershy's birthday party. Goldwin asked me about birthdays and-" she suddenly realized "Oh, no…! I told Goldwin how fun birthdays are and that everyone has one."

"Oh! Everyone but him, of course." said Spike. "He's not like us after all."

…

Indeed Goldwin was upset. He had been sitting in a corner of the royal library, all by himself with no one else around. He was singing a song in his head about how much he really wanted to have a birthday of his own, and not feel so different from the others.

_I guess I shouldn't sit and moan  
__But, oh, how I'd love a day of my own  
__I'd like a birthday. A Birthday  
__How I'd love a birthday. A Birthday  
__Won't someone please bring me without delay,  
__A day of my own- my own birthday…  
__  
I'd feel important just like a king  
__I'd feel like a hero- I could do anything…  
__if I had a birthday. A Birthday  
__How I'd love a birthday. A Birthday  
__Won't someone please bring me without delay,  
__A day of my own- my own birthday…_

_I can't think of anything more to say  
__Except, I really, really, really want…  
__…my… own… birthday!_

…

Twilight felt really guilty for upsetting Goldwin. "It's not your fault, Twilight." said Krysta. "Maybe there's something we can do for Goldwin to cheer him up?" suggested Lightning "Like when we threw that circus for him."

The others began to agree, and Twilight suddenly remembered, "Spike, my calenderer book."

Spike dashed off and came back with the book, and Twilight flipped through the pages until she found the day some time ago when Goldwin first came to life. It was the day after tomorrow. "We can give Goldwin his own birthday."

The door burst open wide and Pinkie Pie poked her head through. "Party!" she squealed "Did someone say "party?" Then she zipped away and came back with balloons, wearing her party hat and blowing her noise maker blowing confetti everywhere.

The others shook the confetti off them and then ran off to get the others. Twilight organized everyone their assignments. Lightning was to get permission from the royal ones to have the party at the palace, since Goldwin couldn't leave there after all.

Artie, Rarity, and Starla would help with decorations.

Buddy Rose, Applejack, and Pinkie Pie would be in charge of food and catering.

The rest were all to come up with entertainment to do at the party.

With all their assignments done, everyone set off to work, all of them were thinking that this was going to be the greatest party ever, but no one was thinking of it more than Twilight. She wanted to make certain that every last thing was perfect. "This is Goldwin's very first birthday." She kept reminding Spike. "Okay…I guess." Spike said.

Everyone worked and worked right through to the night, and the next morning they all jumped straight back to work. Lightning was first to report that the royals ones granted their request, and Goldwin didn't know of what was happening. "Good, I need your help now." said Twilight as she slammed a whole bunch lists into his limbs. "I need you to come with me and take stock on how things are going."

Krysta and Lightning gazed at each other with confused looked. Spike tapped Lightning's leg "Better do as she says. She's in one of her little frantic-panics again."

"Spike!" snapped Twilight "Have you finished organizing those books I gave you for the party?"

Spike chuckled nervously, "I'll, uh-" he quickly dashed back to work when Twilight gave him a stern look. Twilight had an idea for a perfect gift for Goldwin, and it required she sort through every single book the library, but she had Spike do it for her as she didn't have time.

"Come on, Lightning. We've got work to do." Twilight as she headed out the door and pulled him along "Whoa…!"

Krysta had to ask Spike, "Um… exactly how are things going to turn out?"

Spike sighed and answered "Just wait and see."

…

Meanwhile, at the palace, Goldwin was trying to study but his heart just didn't seem to be at it. He was still a little depressed over not knowing when his birthday was. It was hard to pay attention to his books, so he decided to just put them all away and catch up later.

As he put his books away it the royal library, he began to daydream of what it would be like to have a birthday of his own, and if he could leave the palace. He didn't mind if the party was big or small, just knowing he had a birthday, and was surrounded by those he cared about and who loved him was fine enough for him.

He could see it all now, all his friends, a party, a cake with candles. He felt so happy, he felt like tipping his mask to everyone…

Unfortunately, he was so lost in his daydreams that he actually did remove his mask, and changed back into a gold statute while still standing in front of the bookcases. Celestia came along with a big stack of books she wanted to put on the shelves. "Excuse me, Goldwin." She said nicely, but of course Goldwin couldn't hear her, or move, and she saw why. "Oh, silly Goldwin." She giggled.

She her powers to levitate the mask back on Goldwin's face and said the magic words…

"Hocus… Pocus…  
Alimagocus…!"

And Goldwin changed back. "Oh! Your majesty…" He said "Oh, I remember. I was imagining being friendly to everyone and tipped my mask to them."

"I see…" Celestia said "Well, how about being friendly and lending me a hand with these books?"

"Yes, ma'am…" Goldwin said reaching to tip his mask again. "Goldwin...!" Celestia quickly said and Goldwin smirked "Only kidding."

…

While back in New Ponyville, at Rarity's shop, Rarity and Starla were working hard on the decorations all day and Artie was busy painting the big "Happy Birthday Goldwin" banner in big red letters on a big white sheet of cloth while the girls were make special decorations with whatever bits and pieces Rarity had, including fabrics.

The girls weren't getting too far as Rarity kept getting new ideas for new clothing designs every second and made sure to note them in her journal. "Rarity!" snapped Starla. "I'm sorry, but I can't help it if I have taste in upcoming fashion senses." Rarity said. Starla rolled her eyes.

Artie was just about finished his banner. "What do you think, girls?" He asked.

"It looks pretty good." Starla said.

"Pretty good…? Pretty good!" said Rarity "My dear, Starla. The admiration I have for such a divine work of art dances in my eyes and my mind. It's far from _"pretty good."_

Starla and Artie blinked once, then shrugged and got back to work.

Twilight and Lightning came in. "Everything okay here?" Twilight asked, but she suddenly gasped at Artie's banner. "What… is…THAT?" she asked loudly. Artie blinked once and then looked back and forth at the banner, then Twilight. "Something wrong with it…?" he asked.

"Yes, something is wrong!" snapped Twilight. "This is Goldwin's birthday. The banner should be red with gold letters."

Artie tried to protest, but Twilight insisted he start again. Artie sighed as a drop of paint fell onto his face. "And what's this?" she snapped at the girls, "What kind of decorations are these?"

All of Starla and Rarity's decorations seemed too simple. Too ordinary and all were done in pink and blue fabrics. Twilight recommended, or rather demanded that they start again, "And this time, use sparkling fabrics with jewels encrusted in them."

"What?" said Starla. She was about to protest but Rarity sort of agreed with Twilight. After all, the party would be held at the palace. She was concerned of how much time was left in which to do it all. Lightning checked those things off the list, but he didn't feel the same as Twilight did. He felt the decorations were nice. "Um, Twilight…" he tried to protest, but Twilight dragged him along saying "Not now. We've got work to do."

"Ow…! Not the wings!" groaned Lightning.

It was the same story everywhere. Twilight wasn't very pleased with what she found.

At the Cake's bakery, she found only simple treats were made, and Pinkie Pie, again, was sampling them, even though it was at Applejack's request to see if they tasted good. She also didn't approve of the berries Buddy Rose had brought form his garden to decorate some of the cakes.

The entertainment didn't meet her standards either. Rhymey wrote a poem for Goldwin. Fluttershy was training her animal friends to do acrobatics, and others were all doing just simple things. What really got on Twilight's nerves was that no one else had thought of any presents to get for Goldwin.

By this time, everyone was getting fed up with Twilight's bossiness and all decided to head off to lunch. "You can't!" snapped Twilight "We're already 3 hours behind schedule, and the party's tonight." But all the others had already walked off. Twilight couldn't believe this.

"Can you blame them?" Lightning asked "I think I'm going to go join them. You've got some serious thinking to do." He dropped his clipboard and headed off to catch up with the others.

Twilight turned red with anger and then stormed off.

…

Goldwin was feeling a little better, but was still thinking how nice it would be to have his own birthday and other amazing things to do at a party. Grand Ruler passed by "Something on your mind, Goldwin?" he asked.

"Oh, just wondering." Goldwin said "What kind of things do you do at parties?"

Grand Ruler tried his best to explain. "It all depends on the kind of party you attend." He said "But one of my favorite things to do at a fun party is dance."

"Dance…?" said Goldwin "I think I'd really love that."

"I'm sure you would." Grand Ruler said, and then he walked off leaving Goldwin by himself. That's when Goldwin began to hear music, and he got that urge to kick up his feet and he began to dance, flip, twirl, and even leap over the potted plants and do some mid-air moves… all across the empty throne room.

…

Twilight was still in a bad mood, what with her friends just deserting her and the party plans supposedly ruined. It was well past midday, and the party would be at sundown at the palace in New Canterlot. At this rate, there was no time to do anything. "Goldwin is going to be so disappointed." Twilight said.

"How do you know that for sure?" asked Spike.

"Spike's got a point, Twilight." added Krysta "You seem to be more obsessed with these party plans and how much you want them to be perfect, that you've been ignoring the most important thing."

Twilight still didn't believe that. "Goldwin is my friend." She said "He really wants his own birthday, and-"

"And _what_ exactly…?" asked Spike. "Twilight, that's all Goldwin really wants- is a birthday. Well that and he wants a chance to be able to leave the palace, but he can't."

Twilight blinked in sudden realization. All this time she had forgotten that Goldwin couldn't leave the palace, which made most things to give him as a gift were pretty much useless. "And what about the others…?" Krysta said "They were only doing their best, even if it is for a party at the palace, and all you ever did was call them out for each and everything they did."

Twilight felt ashamed, and more ashamed when she realized that she had let her bossiness take over again. "I saw this coming from ten miles away." Spike said, but Krysta gave him a look telling him that wasn't helping.

Twilight drooped over the table. "What am I going to do?"

"You can start by saying you're sorry." said a voice. Twilight looked up and saw Lightning and the rest of the gang standing there staring at her, and one by one, each of the others added sentiments about the party and Goldwin, and Twilight's concern but poor behaviour.

In the end, Twilight did apologize to everyone. The others forgave her, and they all set back to work with their party plans, using whatever they had, and this time, Twilight was more understanding.

…

Then, that night…

Goldwin walked into the throne room. "Gee. It's all dark in here." he said I guess everyone's gone to bed, or gone out to do their night duties and forgotten about me."

Suddenly, the whole room lit up, and all the ponies, even the royal ones, and Abra, leapt out yelling, _"SURPRISE…! HAPPY BIRTHDAY, GOLDWIN!"_

Goldwin could hardly believe his eyes. The whole throne room was lovely decorated. Several tables with plenty of refreshments were set up and one by one all his friends came up to offer him a personal happy birthday with glove-shakes or hugs. Celestia even gave Goldwin a small peck on the cheek.

Goldwin never felt so happy before, "But how did you all know that today is my birthday?"

"Goldwin, you're our friend." said Twilight "How could we ever forget the day we met you?"

"Indeed…" agreed Abra. "After all, old chap. One would never forget magical days such as these." And with one wave of his magic wand, POOF, a birthday crown appeared on Goldwin's head.

"Well, one thing's for sure." Goldwin said "I'll remember this day forever. Today is my first birthday." Everyone chuckled, and then it was time to party!

Just like at Fluttershy's party, there were games, songs, dances. Abra even put on a magic show for all of them. Goldwin even enjoyed the gifts some of the others brought him or had for him…

Rarity found some time to make Goldwin lovely red cape. It really looked good on him and went nice with his gold armor and shiny skin.

Rhymey recited his poem to Goldwin, and Fluttershy's animal friends did their performance for Goldwin.

Twilight's gift to Lightning was a special magical book she had made…

She found many copies of study-books she had and magically blended it all together into one magical book, and she called it _"Goldwin's Book of Knowledge." _Though it was small, it was like having a whole library contained inside that one book. This way he wouldn't have to search endlessly in the library.

But easily, Starla gave him the best gift he could ever have- a telescope. Now he could gaze out further into the world and see more of it so that someday he'd be able to walk among it and see more.

"You're all so wonderful." Goldwin said "I was feeling so lonely and left out before, but now… well…"

He just had to sing it as he felt so happy, and as he sang, he bowed to the ladies, and exchanged glove-shakes with the men, and leapt up high twirling in midflight…

_I feel important just like a king  
__I feel like a hero- I can do anything…  
__'Cause I have a birthday. A Birthday  
__Now I'd love a birthday. A Birthday  
__There's only one that I've gotta say…  
__Thank you! Thank you! Thank you…  
__For a very happy birthday  
__For a very happy birthday  
__…For a very happy birthday!_

Everyone cheered and applauded, and a toast was in order… to friends, to birthdays, "And… to learning a good lesson." Twilight said "About thinking about what others may want instead of just what you want." Basically she was just giving a friendship report, but everyone cheered and drank their lemonade to that.

It really was a night for Goldwin to remember.


	19. Back from the dead: Part 1

**EPISODE EIGHTEEN**

Chrysalis had dispatched her guards to help her seek the captain. She swore that he would pay for trying to destroy her and ruin her plans, but it was no use. He was likely to be on any planet somewhere out there. Plus, Chrysalis had to try and recapture as much energy as she could to make up for what she had lost. Over the weeks she had sent her remaining changelings to United Equestria. They all gathered some energy for her, but in the end, they were all captured. Every last one of them

By now, Chrysalis had searched the whole of planet Shadoes, but to her shock and dismay, she all that was left. "Impossible! There's got to be more!" but there wasn't. Even her guards were all gone. Her entire army had been captured. "I have no more changelings?"

…

Lightning and Twilight, along with Spike and Krysta were at the palace, and personally placing the last captured changeling into its holding place in the prison caverns before it was frozen. "Well, that's it." Lightning said "The absolute last of the changelings."

"All of them, except for Chrysalis." Twilight reminded him.

"And the captain, don't forget about him." said Spike.

"And the robots are still out there too." added Krysta.

Just one mention of the robots made Cadence look a little upset about something. "Princess…? Are you alright?" asked Lightning.

"Yes." Cadence simply said, and then she left, but Twilight was the only one to know that her sister-in-law wasn't happy at all. "Twilight…?" asked Spike "What's all this about?"

As much as Twilight wanted to tell her friends, she made a promise to Cadence, and her brother that she wouldn't. This was a family issue. "If you don't want to tell us, Twilight, that's okay." Lightning said.

Twilight smiled and went off, and as much as Krysta and Spike wanted to go and spy on her and figure out what Twilight was hiding, Lightning stopped them and talked them out of it, though he, too, was curious.

…

Cadence was in her and her husband's bedroom. She pulled a box out from under the bed, which was actually a music-box and it played a lovely little tune when she opened it. Tears were rolling down her cheek.

Shining Armor came in. "You alright, my love?" he asked, but that seemed rather dumb to ask as it was obvious she wasn't. "Look… I know this may not be good thing to do, but Twili… and I thought it would help you."

That's when Twilight, followed by Grand Ruler, Celestia, even Princess Luna, and carrying a birthday cake with six unlit candles on it. "It would be his birthday today." Twilight said "Why don't we use this time to honor his memory?"

Cadence snivelled and nodded that it would be an okay thing to do.

One by one, each of the unicorns used their powers to light each of the six candles, and then they all had a moment of silence. _"I miss you_." Cadence said in her thoughts and then she blew out the candles herself.

…

Meanwhile, the captain had set up a new secret hideout deep in the bowels of United Equestria. He was certain that no one would ever think about looking for him there. _"Now that I've put that blasted Chrysalis out of commission, I'm free to act alone." _The captain hissed as he worked on his next project. It was going to be big... really big.

Already he had constructed many servant robots, skilled in both construction and fighting, but together, they were all working hard building something gigantic. In the meantime, he had created another mechanical creation to help him, and this time he would personally supervise in the battle himself. _"It's been a good long while since I had a good fight."_

…

Meanwhile, Ace Ray was still going about and being a big pain. He tried on several occasions to reenlist into the Wonderbolts, but was strongly rejected due to his overbearing slander at Starfleet, and his utter disrespect towards those who didn't support this idealism and rather supported Starfleet.

To them, Ace Ray was becoming nothing more than a demented mocker who had no sense, no heart, and no respect for anyone's decisions... almost like he was some deranged pineapple professor, who didn't know the simplest of information.

One day he was out to lunch with his sister, and still being dreadfully rude, Lightning, Rainbow, Twilight and Starla had stopped off for some lunch after their patrol rounds and Rainbow asked if they could join Skye at her table while Ace wasn't there. Skye was more than welcome to let her and her friends sit with them, but when Ace got back. "What are they doing here?" he snapped.

"I invited them to sit with us…" Skye said "Please don't start."

"We have just as much right to sit here as you do." said Starla.

Ace just scoffed and turned away in a huff. "Fine! But don't expect me to be pleasant company."

Rainbow felt her anger rising, but Lightning told her to take it easy. "Ace, we can respect that you don't like us, but that doesn't mean you have to go around making it difficult for others." he said. "Whether you like it or not, we're here to help protect others and that includes you, but... if you haven't got anything nice to say then keep your mouth shut!"

Ace still didn't seem to care. He would have loved to get into a fight with Lightning and his friends, but he knew he didn't stand a chance against them and he'd be put under arrest for assaulting an officer. So he stormed off in a grouchy huff. "What a creep." sneered Starla "Skye, don't you think it's time to get your brother some help?"

Skye kept saying that to herself every day, "But he says he doesn't need help, and what's more he forbids me from even trying to."

The others sighed in dismay. "Skye…" said Twilight "I don't think it matters anymore of what your brother thinks. He has a real problem with his anger and it needs to be taken care of. It'll only get worse if you don't."

Skye felt nervous and wasn't sure what to do. "It's up to you, Skye." Lightning said "If you don't want do it, we won't force you to, but just think about what we said."

Skye nodded and asked to be excused. She needed to go for a walk and clear her mind. "Poor, Skye." said Rainbow "I'd like to teach that brother of hers a lesson he won't soon forget." And she pounded her glove on the table, splashing Twilight 's drink on her face. "Oops."

Lightning and Starla helped clean up the mess. "You know the regulation, Rainbow." Starla said "Unless extreme criminal or law-breaking incidents occur, it's not our business to deal with simple domestic affairs. These afafirs are better left in the hands of normal police."

Suddenly there was a loud sound followed by the ground rumbling. Everyone almost fell out of their seats. "What was that?" asked Twilight.

"Starla and I will check it out." said Lightning "You-two get all these civilians to safety and contact the others."

The two teams split up and Starla and Lightning dashed into action, transforming along the way. _"STAR FLEET… MAGIC…!"_

They made it to the outskirts of the village to see Skye and Ace being held up by strange creatures. They were tall human-shaped creatures, all shiny from head to toe. "What are those things?" asked Starla

"Whatever they are… get them!" said Lightning.

Some of the creatures turned to face the two charging warriors and struck them back hard knocking them to the ground.

"HELP…!" screamed Skye.

"Get up, you lousy wimps!" snarled Ace.

Starla and Lightning hated the way he insulted them, but they got up and attacked the creatures again. They tried their very best but were outmatched in every way. **_"STAR SHOWER…!"_**yelled Starla and he attack hit, but seemed to do no damage at all. This gave away what the creatures were immediately, but before she could say anything…

Lightning raised his foot to kick one of the creatures, but it grabbed his leg, whirled him round, and around and sent him flying right into Starla. "It's no good. We need back up." said Lightning.

"And you call yourselves fighters!" mocked Ace, but he got smacked in the face by one of the creatures knocking him unconscious "Ace!" cried Skye.

Suddenly the cavalry arrived- The rest of the Star Fleet team and Twilight's gang. "Glad you guys made it over." said Lightning.

"What's going on?" asked Artie

"Yeah, I thought we captured all the changelings?" added Pinkie.

_"Oh ponies…!"_ called a voice followed by several energy-blasts. Sparks flared all over and the team fell off their feet. "Look!" cried Rarity as she pointed at the creatures' leader. Though they didn't recognize him at first, his voice could not have been denied. "The Captain…?" Twilight said in still disbelief.

_"Correct!"_ snarled the captain _"And these aren't changelings. They're robots. _My robots! _And with them, I shall easily dominate this dimensional-planet and all who live here!"_

Not a single one of them understood why he was on this kick, and the captain decided to explain…

He was originally manufactured on a planet of high-tech geniuses, whom centuries ago, began one of the most daring, most magnificent plans ever conceived. No less than the conquest of the entire dimensional universe, and let their genius be recognized as the greatest over all else.

An impossible task for any one race to achieve no matter how advanced their technology, or how powerful their magic. But time and planning solve all problems. The creators had been gathering what they had needed most- energy! Cosmic powers combined with biological-energies from living creatures which would allow their creations to possess astonishing abilities and powers of amazing qualities.

The creators designed their robots to carry out their bidding, but they overlooked one detail…

The robots were programmed with strong intellect, and after a fatal miscalculation in the programming the robots had developed the ability to think for themselves. Upon realizing that the creators only built the robots to carry out their bidding, and that they cared nothing for them, the robots rebelled and quickly destroyed the creators and set out to make the universe theirs so that everyone would have better respect for the machine!

Their first attack was made against the planet Equestria, but as much as they managed to get the upper hand , the robots were defeated single-handedly by one pony.

_"But I managed to survive!" _hissed the captain _"And I've spent these many years rebuilding and restoring all tha I had lost. Now I have all that I need to rise again. My first directive: Destroy you pests!"_ and raised his hand, and fired a laser blast from his hand. "Scatter!" shouted Lightning, and everyone leapt out of the way just in time.

"Attack them!" the captain ordered his robot-men, and the creatures began to attack, with the exception of the ones holding Skye and Ace back, and the captain leapt into battle too.

"LET'S GO!" shouted Lightning.

…

From the royal palace, Goldwin could see the battle happening through his telescope.

Grand Ruler and Queen Celestia were dispatching many guards and other fighters to help in the battle. Shining Armor and his team were standing by "Ready when you are." he said.

"You all know what to do…" said Grand Ruler

"Go and make us proud." added Celestia "If it gets any worse, we will join you."

The guards all tapped their lances in acknowledgement and charged out of the palace. Cadence hoped her husband would be okay, but what as she gazed out at the battle through her own telescope, she could see the battle far, far away. She could see most of the gang having it out with the robot-men, and they weren't doing as well as it seemed they were designed for speed, strength, and intelligence. It was going to be awfully hard to land so much as even half a hit on them. But what she couldn't help gaze at was Lightning and Twilight battling the captain.

She very concerned every time they got hit and went down, as the captain was a skilled fighter, but something about his fighting style seemed familiar to her.

…

The Captain was just ruthless. Twilight and Lightning had suffered many beatings from him. Twilight tried as much of her magic as she could, but as the captain was a robot, the magic had no effect on him. _"Nice try!"_ he mocked _"But not nice enough."_ And he raised his leg and kicked Twilight hard.

Lightning helped her up "You okay?" he asked.

"…Just barely" Twilight groaned.

All the others weren't having much luck either with the robot-men. With all three modes programed into them, even their attacks that normally worked before didn't help. Some of their weapons got badly damaged as well.

Rhymey's sword was bent…

Artie's staff was broken in two.

Starla's bow was actually tied into a bow!

Twilight and friends had all suffered serious beatings from those metal monsters! "Argh…! Can't we ever get a break from such tough guys?" groaned Applejack

The whole gang met up together, tried but not too badly hurt, but the robots and the captain had them stumped. "Come on, you guys!" cried Skye "I know you can do this!"

_"Silence!" _growled the captain. _"You're so-called "defenders" are no match for me and my robots."_ He then turned to face the team. _"However, I will allow them one final chance to spare themselves from a most painful death."_

He offered the team to join him, and become robots. With their fighter skills, and magic abilities, together, they would be an unstoppable empire, and they could rule the universe together.

Twilight and Lightning suddenly caught a glimpse of moment in the bushes nearby, and Twilight caught the wink of a familiar eye. "The answer is no." Lightning said. "We'll never join you."

All the others nodded in agreement.

_"Then you have made an unfortunate decision."_ said the captain and he raised his arm, powerful up his laser for the kill. When suddenly, he gasped, and held his head moaning and groaning as if he were in pain. The others were confused and exchanged looks of curiosity at one another.

Then, the Captain said something that no one seemed to believe. _"Robots…! Release… the prisoners._

The robots did as they were told and they vanished letting go of Skye and her brother. "What was that all about?" asked Buddy Rose.

_"Activate… auto-destruct!"_ groaned the captain and all his robots did as they were told and destroyed themselves, much to everyone's extreme confusion.

Then the captain begged everyone to hurry up and finish him off quickly. _"Please! Kill me fast! I can't hold it back!"_

The gang just stood there all puzzled.

…

At the palace, Cadence and the others saw the whole thing. "What's happening?" asked Grand Ruler.

"I think something's going wrong with the captain." Celestia said.

"It looks like he's struggling with something." said Goldwin.

Cadence was still looking through the telescope and just as confused as the others.

…

The captain suddenly stopped moaning and groaning and felt himself being control again. _"I'll settle this myself then!"_ but as he raised his arm ready to fire, a lance was thrown and struck at him, and the captain didn't seem ready for it as it struck him.

It was Shining Armor who threw the lance. "Attack…! He shouted to all his guards, and they all chased up out of their hiding place and charged after the captain full force, attacking him from all sides. Even though he was immune to most kinds of magic, like Star Fleet, everyone attacked using a combination of magic with energy and physical power. That worked!

Lightning Twilight and Friends still had strength enough to help them all. "Let's do it!" Lightning said. The captain really wasn't able to fight back very well with all those ponies attacking him at once and he got struck several times by lances and powerful kicks, and in the midst of it all, the captain's face-plate was busted and half broken off revealing half of his face.

Everyone gasped. "Do you see…?" Lightning asked.

Shining Armor nodded "…But I don't believe it."

Twilight and the others were all speechless. The captain… his face… it was a… Pony!

…

Celestia and Cadence both saw the captain's face and the gasped in deep shock. Grand Ruler and Goldwin couldn't understand what the problem was, but Celestia and Cadence looked as if they had seen a ghost.

…

The captain had taken a huge beating and seemed a little shaky. Lightning gazed at Shining Armor, and then to Twilight, both of them nodded. "Teams ready…!" shouted Lightning and they stood ready to finish him off, the captain just stood there.

…

"Auntie…!" cried Cadence who was near tears, and Celestia hesitated for a moment and then quickly used her telepathy to talk to everyone. "Don't fire!"

…

"What?" snapped Twilight.

"Huh?" remarked Lightning.

"Aunt Celestia…?" said Shining Armor "What did you say?"

…

Grand Ruler couldn't believe this. "Celestia…! What are you doing?"

"Please…!" Celestia begged "Don't destroy him. I beg of you."

…

"Is she crazy…?" snapped Rainbow

"This could be out only chance." growled Rarity. "We've got fire now."

…

Grand Ruler was confused and livid that his wife would order off an attack, but seeing that she was in a lot of emotional stress, and the captain had been damaged and couldn't do much more trouble with his army gone. He used his own telepathy and told everyone to come to the palace.

…

The team reluctantly did as they were told. A few of the guards stayed behind to escort Skye and Ace back to town. Ace looked in a bad way and needed medical attention.

…

The captain had retreated back to his hideout. Only a few of his men has been destroyed, he had plenty of others, but now he needed some time to repair and heal himself, but he was very upset and felt almost humiliated for losing control in the battle today.

_"I will rebuild." _he hissed silently _"I will strike again, and next time… no mistakes!"_

…

When all the guards and the team arrived at the palace the team immediately confronted the Queen and couldn't help but reprimand her for making them retreat when that was possible their only chance to finish the captain off.

"Now he has a chance to repair himself, and he'll be back and even stronger than ever." growled Shining Armor. He was even just as upset at Cadence knowing she was in favor of the attack being called off.

"That is enough!" growled Grand Ruler. Everyone quieted down, and then Grand Ruler turned to face his wife. "Celestia, why?" he asked "Why did you want the attack called off?"

Celestia hesitated, but turned to face them all and said "Because… he is my nephew! Cadence's brother."

Everyone's mouths hung open and their eyes widened in shock.

**_To be continued…_**


	20. Back from the dead: Part 2

**EPISODE NINETEEN**

The team was still confused by what they had just heard upon hearing that Celestia had another nephew, and Princess Cadence had a brother. "It can't be…" Twilight said as she approached her sister-in-law "He's dead. You told me…"

Cadance shook her head, and revealed that she had been hiding something that only she and Celestia knew, and now it was time for everyone else to know as well.

…

Long ago, when Candance was just a filly and Twilight hadn't been born yet. There was someone one other than her Aunt Celestia she looked up to- her older brother; _Prince Il Mio Caro Grande Fratello._ He was a white winged unicorn, and Celestia's oldest nephew, to Prince Blueblood.

He and Cadence were like best friends. He always played with her, and never picked on her. In fact, he was the one who originally came up with the happy dance Cadance shared with Twilight. Words and all...

_"Sunshine, Sunshine! Ladybugs awake  
__Clap your hooves and do a little shake"_

_"What are we doing here, big brother?"_

_"Why do you think we're here, Cadance- I'm going to take you to the beach for your birthday, just like I promised."_

They walked side-by-side down the sand.

"Fratello...?"

_"Yeah...?"_

_"...You're the greatest big borther in the whole universe."_

_"I know it. How'd you know it?"_

When others insulted or bullied Cadence, Fratello would stand up for her like a big brother would. It was her brother's love and care that made Cadence want spread more love across the kingdom herself which one day lead to her having her love-spell magic.

Aside from all this, Fratello also wanted to be a royal guard. Though he was already a prince, he felt Equestria was a wondrous and magical planet and deserved to be protected at all costs, and Celestia like his attitude and allowed him to enlist.

The training was hard on him, and there were times when he felt he wasn't getting anywhere, but Cadence began to show him the same courtesy he had always given her; Confidence and a lifting of the spirit. So Fratello kept trying and eventually he was knighted as a guard, and he owed half to his sister.

But then, one day, while the family was out on a picnic, and Cadence and Fratello were playing in the fields. The robots attacked Equestria, and the royal guards were called to-arms. Fratello stayed to protect Cadence, while the rest of his teammates went into battle. Unfortunately, because the robots were immune to most kinds of magic, and were stronger and faster than the ponies, the guards didn't do too well.

After all the struggle they had only managed to dismantle one robot out of pure luck, but the swarm was still on the loose and the guards were all losing strength. Cadence was scared and Fratello was outraged. There was no way he was going to allow those monster to attack the rest of the planet. There had to be a way to get at them!

Suddenly he had an idea as he and Cadence gazed at the scrap remains of the robot that was dismantled. Fratello found he could wear the pieces like armor and actually use the weapons of the robot for himself. Cadence tried to warn him not to because of neither of them really knew how powerful these robots were and how they worked, but her brother insisted he do it. Not just for his home world, but for his sister too.

_"Cadance I won't let anything happen to you. That's a promise."_

After donning as much of the robot's weapons and armor on him as he could he dashed into battle. Surprisingly, he single-handedly managed to defeat the entire swarm for the robots couldn't stand up to their own technology and firepower.

Cadence saw everything, and was very happy and proud for her brother. But suddenly Fratello began to feel strange. He was grabbing his head and groaning in pain, and before Cadence knew it, he brother was trying to kill her! _"Brother, stop!"_ cried Cadence, but Fratello kept coming after her as if he weren't in control of his own actions.

It was the robot's programing. Somehow it was infected Fratello's mind, and the armor was now fused into his body- as a part of him! It wouldn't come off.

Celestia was the only one to actually see anything going on and confronted them both. She was horrified to learn of what was happening and tried to use her magic to get the armor off of Fratello, but still, magic didn't work on him. She tried to contain him in a force-field, but the robots were immune to capture.

Nothing she could fire at him would work on him. The guards would never reach them in time and it looked as if they were done for, but suddenly Fratello began to gain a little control of his actions, but that was all he could do was try and hold the robot back. He knew there was no hope for him, and knew he was now a danger to his loved ones and the kingdom.

_"Please…!" _he begged _"Finish me! Quick!"_

Cadence and Celestia couldn't believe what they just heard. He asked them to kill him and he was holding the robot back which would give them the chance. _"Please… do it!"_ he begged _"I can't hold it back much longer!"_

But poor Cadence and Celestia were so heart-struck and couldn't bring themselves to do it, that the robot took full control of Fratello again, only instead of finishing them off he escaped and vowed to return someday to finish what he and his fallen comrades started.

Then he vanished and was gone. Cadence was heartbroken, and for all those years she and Celestia hoped that Fratello would in fact, not return, and merely made up the tale that he was dead because that's what it felt like to them.

…

"So you lied?" asked Fluttershy.

"You knew the robots would come back,  
To invade our world, and attack?" snapped Rhymey.

Celestia and Cadence both felt ashamed, but it was true. In the end, they were responsible for letting Fratello escape. Of course it was understandable why they hesitated.

Dyno and Myte were siblings. "I don't think I could ever bring myself to hurt you, Dyno."

"Neither could I, Myte."

A lot of the others felt the same, even those who never had siblings before.

Still, it could be ignored. Fratello was back but he wasn't on their side. Magic couldn't be used to revive him, and if what was said was true, there was no hope of getting those robot parts off of him as they were part of his body now. Removing them would destroy him.

Celestia and Cadence gazed at Grand Ruler and he gazed back at them with regretful eyes. He didn't have to say anything either. The ladies knew as well as the team what their only course of action was.

The next time Fratello attacked- first chance they got, they would destroy him!

Some of the team weren't too thrilled with the idea. Up to know all they ever did was capture evil creatures, or destroy them, but so far, all the ones they destroyed were nothing more than ordinary heartless beings that weren't really considered alive at all, but they also couldn't be contained, redeemed, or be allowed to roam free for fear of all the dangers and catastrophic events they would cause.

Those were roughly the same circumstances this time considering that under those metal plates and cybernetics, it was still a living pony. "That puts a real life at stake." Starla said.

"That's right, Starla- A life- One life." Grand Ruler said "And if we don't stop him, it will very likely be millions over the next few days."

Everyone understood, but they still didn't like it.

…

Meanwhile, Captain Fratello was still healing and repairing himself after that last battle, while the rest of his robot army were making modifications to his ultimate creation in case Fratello's good nature tried to interfere again. _"Wonderful!" _he hissed _"Once my preparations are completed… the real fun shall commence."_

Fratello tried to take over and stop the robot captain from finishing his plans, but his hold didn't work and he was powerless again, while the captain was free to continue.

…

Meanwhile, Chrysalis, still unaware of the events happening, was busy preparing herself to undergo a serious transformation, which was why it was important she gather love-energy, not just to feed her life-force. Sadly, she didn't have what she hoped to, thanks to the captain's betrayal and what little she was able to capture before her army was diminished. "It will have to do." she said to herself. She didn't dare go out and gather anymore power. In her current state she wouldn't stand a chance. Plus, she had waited too long for this moment.

She poured all the energy into a larger jar, big enough for her to fit inside, and she jumped right in absorbing all that power and combing in it with her evil magic.

She could feel it. Every second she was growing stronger and feeling different as her entire shape metamorphosed into n new physical being- from pony-shaped to humanoid!

Now she wore black and purple armor with shoulder pads, a dark cape. She now was stronger and faster than she was before and able to use more powers than she ever had before. She fires a ray of energy at a column, blasting it to bits.

She was also capable of creating weapons by forming streams of energy before her and molding them. She created an actual sword made entirely out of energy, capable of even slicing solid metals in half.

She felt she was ready to attack United Equestria, but first she needed to test her powers effectively enough. For all she knew, Star Fleet was always up to tricks and she wanted to be prepared.

Luckily, remembering some forms of old magic she knew of, she had a plan.

…

Lightning's team was waiting for their weapons and armor to be repaired. Brain had successfully repaired them, but Grand Ruler and Celestia didn't give them back straight away. They were planning to do something new for the great battles that lay ahead with the robots, Fratello, and Chrysalis.

Suddenly the alarms went off, and the guards reported to the royal ones that there was trouble in New Canterlot village. The lookout guards saw what it was but didn't recognize who it was, but Lightning recognized her at almost at once. "Chrysalis!" he snapped "And it looks like she's got a whole new look."

"Oh, how repulsive!" groaned Rarity "Oh, actually… that color could be inspirational for-"

"Rarity, focus!" snapped Twilight "We've got to get out there."

Celestia agreed and told everyone to come to the throne room.

Once there, Grand Ruler told Lightning and friends to step forward. "Have our armor and weapons been repaired?" asked Buddy Rose.

"Steady on there." Brain said "I have repaired your armor and weapons, but his majesty has helped me to also enhance them."

Grand Ruler nodded and then folding his gloves together. His horns glowed and he gave Lightning and friends their armor back, and everyone except Lightning got their weapons back.

All of them felt their armor and their weapons, but nothing really felt any different, but they were assured that they would be amazed. Their armor was indeed stronger, and their weapons were not only stronger, but they all had additional abilities as well. "You'll discover them and master them quickly."

As for Twilight and friends, they didn't receive anything, but before any of them could protest, Celestia assured them that they all had a great power in them- one that they used before but had just had forgotten over time. "Trust me, and in yourselves and all your friends, and it will be clear to you."

Twilight and friends weren't sure what to expect, but they and Lightning's team all dashed out and into action.

…

Chrysalis had already done a good deal of damage. She set fire to a few fields, chopped down many trees, even knocked over several buildings before the force fields came on, leaving many of the civilians with no place to run to for safety and at the mercy of her energy blade, but it wasn't really they she was after.

"HALT…!" shouted a voice.

She turned round and saw the two teams standing there. "So, we meet again." she hissed "I was hoping you would show up, because I have some new things that I want to show you."

"Enough of these games, Chrysalis." snapped Lightning "You may have some new looks, but they won't save you."

Chrysalis chuckled and then sneered, "Oh, how wrong you are." Then she charged into battle, and the entire fighter charged forth as well, while Twilight and friends helped the civilians reach safety.

Chrysalis's new powers did indeed live up to their expectations. Now that she was humanoid, she was able to bust new moves and fight more swiftly than ever. Her energy blade was very powerful, the team found that out every time they got struck hard, and she fired her energy blast at them all at once. Sparks and explosions went everywhere and all the fighters fell over like bowling pins and just lay flat on the ground.

Twilight and friends arrived back on the scene to see the fighters lying flat on the ground. "Oh no!" cried Fluttershy.

"We're too late!" added Rainbow.

"What have you done to them, Chrysalis?" Twilight demanded to know.

Chrysalis laughed evilly as she turned to face them. "Exactly what I'm about to do to all of you." she hissed as she held her blade up and inched towards them. "Finally, after all these years I will have my revenge, and this world shall be mine!"

"Think again!" snapped Lightning.

"What?" snapped Chrysalis as she peered round to see all the fighters were standing upright and they hardly looked scratched. "Didn't think you were the only one who had new tricks did you?" asked Buddy Rose.

"Well we've got whole new surprises too." said Artie.

"And now it's time to show them to you." rhymed Rhymey.

Chrysalis clenched her fists angrily, and dashed into battle. "Let's show her." Lightning said. The others nodded and some of them held out their weapons.

Buddy Rose went first with his whip, which could now extend at his command, **_"VINE WHIP, EXTEND!"_** at retract without him have to get so close to his target. Of course Chrysalis was still able to dodge the whip every time it came at her, and she fired a beam of energy straight at team.

"Watch out!" cried Fluttershy.

Rhymey leapt up high with his sword at the ready, and he came on down and slashed right the energy, actually slicing it up and destroying it in a small explosion. "What?" snapped Chrysalis

The others and Twilight and friends were amazed at what Rhymey just did.

Artie went next and began whirling his staff round around like in his finishing move **_"WHIRLWIND WAVE!" _**he shouted as he began to spin his staff faster, and faster creating a strong gust of wind which actually blew Chrysalis up, up, and up, and send her crashing down.

Starla went next and fired her **_"STARLIGHT ARROW!"_** and fired it right at Chrysalis. She evaded it, but then the arrow stopped in midflight and actually spun around and shot her from behind like a seeker.

"Oh, _Señorita_ Chrysalis…!" shouted Dyno

"You forget about us?" asked Myte cheekily.

Chrysalis got to her feet just as the boys performed their newest attack. **_"BOOM-BOOM BANG…!" _**

They both leapt up high and slammed down on the ground so hard. They sent a powerful explosive wave right towards Chrysalis, hitting her full force. Sparks and explosion hit her all over.

Twilight and friends were impressed by how strong the fighters had become. Lightning and friends were amazed too, but as Chrysalis got up. "Look…!" shouted Rarity. They could all see the little wooden piece through her tattered clothes. "It's a puppet! It's not her." cried Starla.

Lightning was furious "Enough of this! When are you going to stop hiding and fight us for real?"

The puppet just laughed "We will fight soon enough." she said "I made a smart move sending this puppet, or I would have surely been defeated."

Everyone felt livid. All this time they were being tested by Chrysalis, and now that she knew of Star Fleet's upgrades, she knew exactly what she had to do. "Consider this your final victory, Star Fleet, and you, Friendship Force. The next time we meet… will be the last!"

Lightning had had just about enough this, and quickly summoned up the **_"UNIFORCE…!" _**and destroyed the puppet instantly.

"YE-HAW…!" cheered Applejack.

They did it!" cried Pinkie Pie.

Lightning and his friends all just stood there, tall and proud in the sunlight.

…

Upon returning to the palace, Brain explained to them why their armors and weapons seemed so much stronger.

It turned out, he had been examining the scraps and bits of the robots they had defeated, and was able to concoct a formula to reproduce the exact same formula for the alloy of the robot's armor and transfer it to their armor. That's why Chrysalis attacks didn't seem to do so much damage, and their weapons- their weapons were infused with the same magical capabilities as the robots, making them just as powerful as well.

"Well, that sure explains a lot." said Buddy Rose.

"The enemy actually helped up, for once." added Starla.

"But, you are not all invincible." Brain said "Certainly not. This will in fact… er… give you… erm… shall we say… and edge in battle of our remaining enemies."

In other words, the fighters couldn't let this go to their heads.

As for Twilight and friends, they hadn't discovered what that hidden power was that they had. Not one of them could figure out what it was. All they had was their clue _"You have used it before, you have just forgotten it over time."_

"You will find it, girls." Queen Celestia said "Just be patient and it will come to you when the time is right."

Grand Ruler nodded in agreement. "This war is nearly over." He said "Only Fratello and Chrysalis remain."

Everyone nodded in agreement, but it also meant that the final battle was just around the corner, and it would be nothing whatever like they had faced yet. "We'll be ready." Lightning said. "That's a promise." added Twilight, and all their friends nodded in agreement with them.


	21. Rhyme Time

**EPISODE TWENTY**

A few days had passed, and there was no sign of any abnormal activity, this really confused everyone. If Chrysalis and Fratello had all this power, why weren't they using it?

Still, it gave Star Fleet and Friendship Force plenty of time to train, and be prepared. Twilight had been pondering so hard trying to figure out what that hidden power was she and her friends had forgotten. She even tried going all her reports and all her notes on her findings, but there just so many she worked herself to the bone.

"That's it!" Spike said "You need a break." And without giving Twilight a change to even speak, he dragged into town to Rhymey's poetry-club, where it was nice and calm.

Rhymey's poetry club was called _"Rhyme Time"_ it was a simple café, but not very noisy, and the lights were all dimmed down to give the place a nice quiet feeling. Most of the ponies who hung out there were laid back, hip, and easy going. Some of them even came to read out poems they had written, on stage.

Lightning and Starla were there taking a break form training. Fluttershy was invited by Rhymey for a lunch date, and Krysta was just there hanging out. "It's never easy being the queen of the fairy world." she said.

"Could've fooled me." said Spike "I thought being small was wonderful."

Just then, a light shone on the stage, and Rhymey came out to greet everyone. They all snapped the fingers of their gloves while others tapped their hooves softly, indicating they were happy to see him. They only truly applauded whenever someone read a real strong poem that really got to them all- as the rules of any poet's society.

Rhymey took a bow, and welcomed everyone. Speaking in soft, calm voice, he said…

"And now I'd like to share my dream  
The stage is open- start the theme.  
The guests are here and just like me…  
They wish to share with you… their poetry."

More snaps and taps followed as Rhymey went to sit with his friends and the first poet came on stage- A lilac pony, wearing a black beret and wore hip shades. In the darkness beside the stage another pony played that tradition bongo solo, and everyone snapped the fingers of their gloves with the rhythm and the poet recited a poem she wrote about when she was young and lost her pet cat.

"When I was just a filly, I lost my cat.  
I couldn't seem to find just where she was at  
I searched all around, way up high and down low,  
But I never found my kitty and I fell into woe."

Even though she was speaking in a low tone, and very calm and smooth, everyone could feel her giving inside from those old painful memories. That was basically what most poets did at Rhyme Time; they let their feelings out in the open, and shared it with others through their poems.

"Ooh… it's so sad." Fluttershy whispered so as not to disturb the peace. Lightning and Starla held hands and shut their eyes letting their minds by cleared by the soothing of the words. "Always makes us feel light…" Lightning said.

"It's so comfy." added Starla as she rested her head on her colt-friend's limb.

"Wow…" Twilight said "I never thought poetry could be so deep like this."

Rhymey explained that poetry often helped others, which was a reason he took such a shine to it, and how he started to always speak in rhyme.

"It can also put some of your worries behind,  
Or even help to clear your mind."

Krysta nodded and remembered one time when she had nearly forgotten to pick up Twink at his fairy school. "I said to myself "I have to think" and "think" rhymes with "Twink", and I remembered."

Spike wasn't sure how much Rhyming would help. "I just come for the snacks and what not." And he gobbled down another muffin.

Twilight, however, was starting to wonder if maybe the rhymes would help her remember that power she was searching for. She was thinking about it so hard and listening to the poetry that she actually drifted off into a daydream.

…

She awoke to find herself outside.  
She opened her eyes and opened them wide.  
She wore different clothes, they looked pretty silly  
But then along came Spike, and he was in a hurry.  
Although he still had a dragon's looks,  
He was dressed like a white rabbit from one of Twilight's books.  
"What's going on here?" Twilight had to say.  
And Spike said "I'm very late. I can't talk today."  
Then off he ran like a speeding comet,  
Leaving poor Twilight confused from it.

She walked along her way through the forest and the night.  
Something about this place just didn't seem quite right.  
Then suddenly, before her eyes,  
A city of enormous size  
Ponies and other creatures all over did dwell  
But what this place was, Twilight couldn't tell.

Suddenly she heard the sound of someone coming.  
She turned and saw two ponies pulling an apple cart and humming  
One said "Howdy, my name is Applejack,  
This here's my brother. We call him Big Mac."  
Twilight asked where she was simple as that.  
But the two siblings gasped and then they spat,  
"How could you not know? It's the planet of rhymes"  
"And to not talk like us is of the most serious crimes."  
"Planet of rhymes…" did Twilight ponder.  
She looked all around saw it was no wonder.  
Every creature she saw was speaking in rhyme  
For it was the law when they spoke every time

As Twilight walked down the paths and round bends  
She swore that she could see more of her friends.  
Then in a winged-wagon came two friends she knew  
It was Lightning Dawn and Krysta too.  
"We are the tour guides. We work with such glee."  
"We'll give you the grand tour, absolutely free."  
Wasting no time, Twilight hopped in  
And then, right away, did the tour begin.  
On the way they passed the garden of Buddy Rose  
The studio where Artie painted Rarity as she did pose  
The bakery was run by Pinkie Pie  
And the animal hospital of Dr. Fluttershy  
Twilight even saw Spike in his rabbit suit  
Carrying a large basket of fruit  
Up a dark pathway he did run  
Up to a mountain- a spooky looking one.  
Twilight gazed at it from bottom to top,  
But Lightning and Krysta warned her to stop.  
"Up the mountain is an evil foe"  
She brings us terror and feelings of woe."  
"She has captured our leaders, and has risen to power.  
She only ever comes out in the twilight hour."  
"And when she does, there is cause for alarm,  
If you do not please her, she will bring you harm."  
Twilight didn't want to believe it true,  
But was this "Nightmare Moon" they referred to?  
_"How can she be back?" _Twilight thought  
She thought and thought 'till her brain was in a knot.  
Suddenly, it began to grow dark,  
As the sun sank down over the fields and the park

Down below, everyone ran for home  
It wouldn't be long before Nightmare would roam  
Lightning and Krysta both felt a real scare  
That they just ran off and left poor Twilight there.  
"Wait, come back here!" did Twilight call  
But then, someone ran into her, and she did fall.  
It was Spike, he apologized, but he tried to run past,  
Twilight stopped him, she wanted answers and fast.  
Poor Spike panicked and cried "Please let me go,  
If Nightmare catches us, we'll be sorry so."

Suddenly it got darker than it did before  
And the wind was picking up more and more  
"Oh, no!" cried Spike "We're too late!  
Nightmare is coming! We've sealed our fate!"  
A sinister laugh came from up high  
And there she was in the darkened sky.  
Twilight gasped, and Nightmare did sneer  
"What are you two doing here?"  
Spike fainted in a heartbeat,  
But Twilight stood tall on her feet.  
"I don't know how you got back…" she said  
"But I'll beat you again!" then she poised her head  
But her horn wouldn't glow. It didn't give light  
She could do no magic. Something wasn't right.  
Nightmare laughed, "Foolish creature so poor and young  
You can't even speak in our native tongue.  
Your magic is useless, I can tell.  
Now I'll show you how to cast a real spell."  
She closed her eyes, and recited a phrase  
And fired out a smoggy purple haze  
"In my palace you shall stay,  
As my prisoner, day after day  
Now with the magic that I do cast,  
Send them to my dungeon, double fast!"

Twilight braced herself for the big hit  
But Spike, he just wouldn't have of it.  
So he leapt and shoved her aside  
And he was transported to the castle inside.  
"Spike…! Spike…!" Twilight did shriek  
But Nightmare didn't mind catching "The little sneak.  
"What have you done?" Twilight yelled all vexed.  
"He's in the dungeon" said Nightmare "And now, you're next!"  
But before she could recite or do anything  
Twilight ran off in a great fast zing  
Nightmare growled, "You can't outrun me.  
I'll catch you yet. Just wait and see."

So the chase was on, and Twilight run  
Faster and faster than most anyone  
Nightmare was close, and not far behind  
But Twilight, she was unable to find  
Through all the thickets and brambles, trees and brush  
Twilight escaped and for town she did rush.  
She tried to call for someone to help  
She ran through down and she would yelp  
"Someone please help me." But no one would heed  
She didn't rhyme, not one word indeed.  
She tried going to police station and stated her case.  
But instead, a punishment was slapped in her face.  
The head warden, whose name was Rhymey,  
He ordered Dyno and Myte-O to lock her up quickly.  
"Wait!" cried Twilight "Let me out!"  
But Warden Rhymey shouted "Quiet, you lout!"  
"Insufficient poetry  
That's a Class-D felony  
You disregard our rhyming rules,  
I'll bet your one of Nightmare's ghouls."  
"But, but…" Before Twilight could say more  
The warden headed right out the door  
His two guards said "She's makes such fuss"  
"But she'll never know how to speak like us."  
Then they left the big room of stone,  
And poor Twilight felt she was all alone

In fact she was not. She turned round to see  
Two more were locked in the same cell as she.  
One dressed like a magician; the other was a genius brain  
"Why are you two here?" Twilight wanted them to explain.  
Both of them revealed they, too, spoke in rhyme  
But that wasn't why they were doing their time.  
They were both accused of also working for Nightmare  
Because of the arts they practiced with care.  
Magical illusions like a magician would  
And experimentations like any genius should  
"We hoped that we could defeat Nightmare with wit  
But it just wasn't enough, and because of it…"  
"We were locked up wrongfully, for the mistakes we made  
We tried to appeal to the courts, but our hopes did fade."  
"They won't listen. They think we are wrong,  
When they are the ones who are wrong all along"  
"We had felt there was nothing more that we could do,  
But now there is something now that you are here too."

All of this rhyming and Twilight felt dizzy  
All she wanted were some answers, plain and easy  
The two explained how before Nightmare came  
Way back then, things were not the same…

Their rulers, the Grand Ruler and Queen  
They ruled the planet and every scene  
Both of them were friendly and truthful and wise  
They always brought happiness to everyone's eyes  
But the queen had a sister, and she felt neglected  
Useless and jealous for seeming so rejected.  
She hated her sister for receiving all the grace  
And for being well known in every place  
She longed to be strong and recognized by all  
So one night she stole a magic jewel-ball  
The jewel had empowered her with all she would need  
But soon she was filled with evil, hate, and greed  
She had become Queen Nightmare, and usurped the crown  
The rulers had fought bravely, but they were struck down.  
Now they were imprisoned on the Mountain of Doom  
Inside Nightmare's castle of darkness and gloom  
Many had fought valiantly to set them free,  
But Nightmare was strong and very tricky  
Even their best fighter, named Rainbow Dash  
Was strong and swift, she also had taken a bash  
She also was captured along with the rest,  
Nightmare was too much even for the best  
Now she ruled the kingdom and commanded everyone  
These were dark times and they weren't much fun  
Her demands and her orders were on everything  
To bring her foods and goods as an offering  
Make her mad, and she'll cause trouble  
She'd storm the kingdom on the double  
"She'll wreck the towns, and make us pay."  
"We may not live to the next day."

Twilight had finally heard enough.  
Something had to be done with all this stuff  
"You said you were glad I was here." Twilight said  
That's when Brain motioned with a jerk of his head  
He and his friend had been secretly planning about,  
And built a secret passage to let them all out,  
"The two of us alone, against Nightmare won't be right"  
"But with you by our side, triumph we just might."  
Twilight wasn't sure, but either way  
It was better than hanging around in jail all day  
So they crawled through the whole, one, two, and three  
And before too long they all were free.  
But the alarms went off and the lights were lit  
And the police were running about in a fit.  
"They're searching for us!" Twilight cried  
So they all ran off to quickly hide.

The authorities searched high, and they searched low  
But couldn't find where the convicts did go.  
The had retreated to the forest, outside of Nightmare's lair  
The mountain was just a head, and the castle was way up there.  
Twilight asked "What now? We're here."  
The magician hushed her and said "Here's the plan, my dear."

The magician reached into his cape, pulled out of box  
Sealed up tight with the strongest of locks  
"I found this one day when I was walking  
Then I heard the sound of talking.  
It spoke _"To open this box, to find the key,  
__Gather at least friends of three  
__Then hold the box to the moonlight skies  
__And my secrets shall reveal before your eyes."  
_"That's it?" asked Twilight with a sneer.  
The two friends nodded, "And as long as we're here…"  
"We may as well give it a try now  
To reveal it secrets, raise the box high now"  
All three of them held the box with one glove  
Then raised up the box to the moonlight above  
The box began to glow, it quivered and shook  
Then the lid popped open to reveal a book  
The book began to glow, and float and hover  
And voice seemed to call from the front of the cover.  
_"I am the spell book of magic-harmony  
__I was trapped in that box for over a century  
__I can help stop the Nightmare's evil curse  
__To cast any of my spells, just read its verse"  
_The book then fell into Twilight's grip  
And all through pages did Twilight flip  
She found all the spells were written in rhyme  
"So I have to speak like that every time?"  
Her friends they nodded, it was the only way  
To break the curse and make Nightmare pay.  
So they ventured forth with no time to waste  
Up the mountain to the castle they ran with haste  
They arrived at the castle's front door  
But the door was closed, they could proceed no more.  
But Twilight was well-prepared  
And at the door she began to stare  
She said "One, two, three and four  
I command to open up this door!"  
The doors began to open wide  
Revealing the castle's deep inside.  
It was all just one massive room  
The friends heard a voice saying "Welcome to your doom"  
The torches lit up, and doors shut tight  
Then Nightmare appeared in a flash of dark light.  
She gazed at Twilight "Oh, it's you again.  
You and your friends must be insane  
I suppose I'll have to teach you lesson  
And then lock up in my possession."  
The tapped her hoof twice sand the friends could all see  
All the prisoners she had captured, there were so many  
Many of the villagers, and even Rainbow Dash  
Spike in his rabbit suit, and the royal ones in stash  
The all were pounding and begged to be free  
But Nightmare had no intention of any such trickery  
"I've captured you all. You are all mine  
And this kingdom as well as my darkness doth shine.  
For I am Queen Nightmare- no one can stop me.  
Now I'll do more… starting with these three!"  
She recited a chant, and her horn began to glow  
And magical energy began to blow  
Twilight managed to leapt out of the way  
But her two friends were caught by the prison ray

With them now locked up, Twilight was alone  
And would have to face Nightmare, all on her own  
"How charming…" Nightmare mocked "But don't make me laugh  
You can't even rhyme. Not even a half  
You don't stand a chance against me."  
Twilight smiled and then said "We'll see."  
"Huh…?" Nightmare gasped, and Twilight showed her book  
"See this, Nightmare. Take a good look  
Now I've master the rhyming ways,  
This is the end for you- the last of your days."  
The prisoners smiled, and Twilight did too  
All her rhyming was pure and true.  
The fight was on and Nightmare did attack  
But with her new book, Twilight fought back.  
With her newfound rhyming and magical book  
Twilight fared well. The beatings Nightmare took  
She never believed what this pony was doing  
All these magical spells she was brewing.  
Then soon, Nightmare had taken enough, and she had  
She knocked the book a way and burned it like mad  
"No! Twilight screamed "My source of magic!"  
Nightmare just laughed "Isn't it tragic?  
You came so close, but close isn't enough  
Prepare for your ends… it's going to be rough!"  
The jewel round her neck began to shine  
"One final-attack and this battle's all mine!"  
But Twilight was not beaten. "I still have one shot  
"It's going to win- believe it or not!"  
There was one spell she saw in book.  
And her eyes narrowed with a very strong look  
Nightmare's magic continued to glow,  
But suddenly Twilight's magic began to show  
Then, up in the air she leapt up high  
Blowing off the roof and stood in the sky.

Down below in the village, everyone could see  
The powerful glowing and wondered "What can that be?"  
They soon her a voice- it was Twilight  
She asked for their help to make things right.  
_"Everyone, please hear my cry.  
__Send out your strength across the sky  
__To work this magic, I will need  
__Your faith and believing, it you'll only heed  
__Send me your magic form deep within  
__And together I know… WE SHALL WIN!"  
_At first all the villagers didn't know  
But Lightning and Krysta knew it was so  
She spoke in rhyme, she really was a friend  
So, their magic, to her they would lend  
They closed their eyes, and the magic and shown  
And flew to add it to Twilight's own  
Soon two more added theirs, then six, then eight  
And soon the whole village at a fantastic rate  
They sent their magic to Twilight in the sky  
Just as Nightmare shouted "PREPARE TO DIE!"  
She fire her magic in a powerful blast  
But Twilight's full power had shown at last  
She fired her own powerful magic attack  
It countered the dark one and sent it right back  
Nightmare gasped, "No! It's not true…  
How can my magic be weaker than you?"  
Twilight smirked "I have friends by my side  
And you Nightmare, this is the end of your pride!"  
The blast his Nightmare with full force  
And began to destroy the evil in that horse  
A big explosion erupted on the floor  
And Nightmare… she was no more.

The evil magic faded away  
And soon the sun rose on a brand new day  
The prisoners and villagers they were all free  
They all leapt for joy crying _"YIPPEE!"  
_The Grand Ruler and his Queen, then they could see  
A smaller dark pony that Nightmare used to be  
"Princess Luna…" said the Queen "Are you okay?  
Answer me please. Don't delay."  
Her sister got up, and she was filled with shame  
All that had happened- she was to blame  
"Oh, sister…! Please, forgive me do  
I just wanted to be strong and as famous as you  
But I don't know what came over me  
I've been a very, very bad pony."  
Her eyes filled with tears of sorrow  
She felt she wasn't going to live to see tomorrow  
But the Grand Ruler said "Luna, don't cry.  
We understand what you did and why."  
His wife nodded and gazed down at her sis  
And all she had to say was this  
"You are my sister, and I should have known  
Years of neglect and your hatred had grown  
I should have been more open, and treated you well  
But since I hadn't, you fell under a spell.  
But the spell is broken now, and I want you to know  
How sorry I am for treating you low."  
Grand Ruler stepped forth and said "How about it  
Will you give us another chance? Please don't doubt it."  
Luna hesitated, she couldn't believe it  
Everyone around her, the love, she could see it  
No one was mad, or hated her for what she'd done  
They all wanted to be friends, and have some fun  
Luna felt warm inside. She felt all-new  
She hugged her sister and said "I forgive you."  
The Princess, the Queen, the Grand Ruler too  
All shared a group hug with love so true

That very day they all would celebrate  
The defeat of evil and how Twilight was great  
She saved them all, and she was given  
A great big medal tied with a ribbon  
"You have brought us freedom. You have brought us glee  
You are truly given us our harmony."

Everyone below kept chanting her name  
But suddenly Twilight didn't feel the same.  
The world around her began to whirl  
She felt her head spinning in a twirl.

…

"Twilight…! Twilight…!" Lightning said "Wake up, Twilight!"

Twilight groaned and she awoke,

"I'm here! I'm here!  
Please don't have fear." she said, and then she realized

"What they hey?  
I'm in Rhymey's café"

The others all gazed at her. "Did she just rhyme?" asked Krysta.

"Twilight, are you okay?" asked Spike.

"Twilight was just having a dream.  
A dream about rhymes or so it would seem." said Rhymey.

Twilight nodded, and she stopped rhyming, but she suddenly remembered something she learned in her dream. "Harmony…!" she said "That's it?"

"What's it?" asked Starla.

"The Elements of Harmony." replied Twilight "That's the hidden power Queen Celestia was talking about."

The others felt she had a point. "It has been a long time since any of us used them." Fluttershy said "I practically forgotten we had that magic."

"Exactly…" said Twilight "A power we had forgotten."

Twilight felt silly for having forgotten about the elements' magic that rested within her and her other five friends, but to think… it was the rhymes that helped her remember it.

As Rhyme said…

"It only takes a little rhyme  
To remember things you forgot over time."

Twilight now understood Rhymey's point of view much better, and from that day on she promised herself she wouldn't think strangely of it ever again.

This promise went in her friendship report, and she also stated that she learned that it was okay for some to follow their own ways "Even when it looks like it has no use, it just may come in handy."


	22. Dragons and Disaster

**EPISODE TWNETY-ONE**

Captain Fratello had finished repairing himself and had resumed work on his latest creation and modifications to his other robot-men. _"It's nearly time, my mechanical friends."_ he said. His robot-men raised their arms up in acknowledgement and a kind of cheer. Then Fratello gazed up at the larger robot. _"With you by our side, nothing, not even Star Fleet or Friendship Force can stand in our way."_

The entire chamber echoed with the sound of his evil laugh.

…

_It was during the final battles of the last war, in Equestria's last hours before its destruction. The evil Lord Titan managed to overpower the Elements of Harmony gem-stones and actually crushed them into dust, destroying them forever. But although the gems were gone, the magic itself was proved to exist within Twilight and her five other friends._

_That, plus the aid of Star Fleet, combined with the magic of Grand Celestial Ruler. Titan was defeated, and although Equestria and Unicornicopia were destroyed, there was more than enough magic and harmony to combine the remains of the two planets into a whole new world; United Equestria._

Twilight had gathered up her five friends and told them about the Elements of Harmony and that they needed to train hard to get the magic going again. Rainbow Dash was the only one who seemed eager to get started and she kept punching and kicking at the air as a warm up, but the others weren't so sure. "I'm not so sure training like this will help." Pinkie Pie said.

"Yeah, it's not what we did the last time." said Applejack

"Exactly." said Twilight "Which is why if we train hard enough, we should be able to get the magic going for sure."

Lightning didn't understand why he had to be there. "I'm not tied to the elements. I don't how they work." Twilight was aware of that, but she wanted him there to coach them. "After all, you don't have magic of your own, yet you can unleash the uniforce."

"Yes, that's true." Lightning said "But I really don't think it works like that. I only just mastered how to use the uniforce. It always lived inside me. It wasn't something I just learned from scratch. It just came to me when the time was right."

Twilight was aware of this as well. What she was hoping was that he could show her and the others how to focus, and concentrate harder. Lightning thought perhaps the training would do their girls some good, but he didn't think it would actually work.

The best thing he did for them ordinary strength building- lots of exercise and drills to help harden their muscles and build up power for their magic, or skills. Even Fluttershy wasn't too afraid to fight, but she was afraid she would hurt her friends when it came to sparing with each other. "Oh, come, Fluttershy." Said Rarity "I don't like this anymore than you, but we have to try it."

"Well… if you're sure." Fluttershy said and she and Rarity began to spar with each other. For once they didn't complain about being so sensitive about their looks, or being too timid. By the end of the session, the girls all felt pumped up, and Twilight felt so confident. "I can feel it." she said "I think it's going to work."

"Oh, boy…!" Lightning muttered in dismay, and he covered his ears, bracing for what he knew was bound to happen.

The other girls cheered Twilight on as she walked forward, and attempted to try her hidden powers on a rock a few feet away. Twilight concentrated, but nothing happened. She tried harder. Still nothing happened. She concentrated as hard as she could, and the results were explosive. The girls and Lightning all fell off their feet, and when the smoke cleared Twilight was half covered in dirt and her mane and tail were mangled up. "I think I tried that a little too hard." she said.

"A little...?" snapped a voice and Spike came over the hill with cupcake resting upside down on his head. "Everyone in the entire kingdom must have felt that. You even ruined my snack!"

Twilight apologized and brushed the dust off her. "I guess this may be harder than I thought." she said.

"Sorry, Twilight…" Lightning said "But I don't know what else to tell you."

"Ah, it's all right, Lightnin'. It's not your fault." Applejack said

"Yeah… we'll all get the hang of it sooner or later." added Rainbow.

That's when Pinkie Pie saw some children in the park and dashed over to play with them all. Applejack headed off to check on her apple fields, and Rainbow and Fluttershy took off to enjoy a beautiful day.

"What is with everyone?" snapped Twilight "An evil threat is coming and they're not worried?"

"Twilight…" Rarity said "We're all very concerned, but that's no reason for us to fret about it all the time, you know." Then she and Spike walked off together "Yeah!" scoffed Spike as he walked with Rarity and wiped the cupcake off his head.

"Ah, Twilight…" Lightning said "I know how you feel about the battle, but I know we'll be ready for it. Just do me a favor and don't go knocking yourself silly." then he left too.

…

Twilight had been cramming in her books and all her notes about everything she knew of the Elements of Harmony, but all her notes and books only had proper information on the elements when they were contained within the gems. They had never before had any history of being used the way they were now- contained within ponies. Even Queen Celestia and Grand Ruler had no clues how it worked. She'd have to discover their new properties for herself, remembered what the Queen had said _"It will all come in time."_

Twilight chuckled but then sighed. "Time...! But exactly how much time do we have?" she wondered. She then felt the ground give a little shake, and then another one, and another. Each time the tremor seemed to be getting bigger and stronger.

"What's going on?" She ran to the door and headed outside and she could see and hear tons of ponies running for the hills instead of into shelters. Then she saw why! Over the hills came something about fifty feet high, stomping the ground with its big feet, crushing everything it its path. Even the force fields weren't strong enough and the buildings were flattened like pancakes. Thank goodness no was inside, but that thing… it was now fully in view… a giant robotic dragon!

"Twilight!" called a voice!" Lightning and all the others came rushing over. "What is that?" cried Buddy Rose.

_"…The beginning of your doom. That's what it is!"_

The teams turned and saw Fratello standing on the roof of a house laughing evilly. _"Allow to introduce you to my latest, and greatest creation; _Dragonoid!" With the click of a remote control in his hand, Fratello activate the robot dragon, and it roared loudly and extended its large claws, and began to stomp its way forward laying more paths of destruction through the town. _"Say goodbye, Ponies!" _shouted Fratello.

"Uh… is this the part where we run now?" asked Spike, but several others glared at him angrily for that.

Since the force fields wouldn't be able to defend any of the civilians this time, Lightning ordered Twilight and friends to get them all as far away as possible. "I don't care, just hurry!"

"Right…!" Twilight acknowledged "Come on girls." And they all ran off heading the civilians like a flock of stampeding sheep away from the village. Then, Lightning and his team transformed _"STAR FLEET… MAGIC…!"_

And they all drew out their best weapons and Lightning powered up the uniforce. "Let him have it…!" shouted Lightning, and everyone fired their most powerful attacks all at once, but Fratello just laughed as the blasts his Dragonoid, but didn't do a thing at all.

"It's no use. It's way too big!" cried Artie.

_"You bet it is."_ snarled Fratello. He fiddled with the remote, _"And now it's coming for you."_

Dragonoid roared and began to stomping towards the gang, then raised its huge claw ready to slice. "Scatter!" shouted Lightning and everyone sped off in different directions out of the way.

…

At the royal palace, the royal ones heard of and could see everything. Half of New Ponyville was already demolished and Lightning and his team would need back up. "Send out every available team! We must help them." Grand Ruler ordered. The guards acknowledged and ran off.

"Celesto!" cried Celestia as she and Shining Armor dashed over to him "Cadence is gone!"

"What? Gone…?" snapped Grand Ruler. Shining Armor nodded "She's not anywhere in the palace."

Then suddenly they all had a feeling that since Fratello was out there. "She wouldn't be so foolish, after we warned her." said Celestia, but it was defiantly possible that she had gone out to the battle to try and reason with her brother.

…

Lightning and friends kept trying with all they had to, but they still hadn't even managed to make Dragonoid flinch. Twilight and friends arrived back on the scene and with many reinforcements; Star Fleet Fighters and royal guards.

All the guard began to fire their magic and weapon attacks from afar and at different angles. _"Your pony army is no match for the power of my robot!" _snarled Fratello. He tapped the control, _"Dragonoid, let them have a taste your real power!"_

Dragonoid's eyes glowed and it opened its large jaws unleashing a power hyper blast of energy creating a massive explosion and blowing many of the fighters off their feet and through the air. A large crater was seen where the blast had hit. Fluttershy screamed, and Rainbow Dash couldn't believe it "That's a lot of power!"

Some of the guards felt like running away but forced themselves to stay and keep fighting. Some of them tried going after Fratello instead of Dragonoid, but he blasted them all away every time they tried. _"It's impossible! You'll never get the better of me. Right, Dragonoid…"_

Dragonoid roared loudly and kept on attacking.

"It's no use!" shouted Dyno.

"Nothing we throw at it even makes a mark!" added Myte.

Dragonoid opened its jaws again. "It's going to fire again!" cried Rarity, and it did. Some of the guards barely managed to get out of the way and got hurt. Fratello continuously laughed with evil glee. _"I don't remember the last time I was so amused." _And he continued to command his creation to wreck more and more of the village. Destroying the buildings, and laying damage to the streets.

Then, he turned to face the library. "No!" shouted Twilight. "Not my library!" and she dashed over. "Twilight!" screamed Spike "No! Come back!"

Twilight began to fire multiple shots of magic at the Dragonoid- anything to stop it from smashing her library and home. _"Dragonoid… behind you!"_ shouted Fratello.

Dragonoid turned round and saw Twilight. "Uh oh…!" Twilight whimpered while backing away. Dragonoid then prepared to fire another blast and Twilight was saved by Applejack, actually lassoing her out of the way just in time.

"You okay there?" Applejack asked

"That was close!" whimpered Twilight "Too close!" added Spike.

Then suddenly Lightning had an idea. _"Close…! _That's it!" Everyone wondered what he meant, and he explained that if their attacks weren't working form a distance, "Maybe they'll work better up close."

Some of the others thought that to be suicide, but others could already see Lightning's point. Dragonoid was so big and massive, that it probably wasn't able to reach in areas so close to it or even underneath it.

"It's worth a shot." said Starla.

"Maybe the only one we've got!" rhymed Rhymey.

But that plan proved to be hard to achieve, for the moment they tried to make a move, _"Oh, no you don't!" _growled Fratello as he worked his remote and make Dragonoid stop them from getting any closer. The fighters and the guards couldn't move anywhere within twenty feet of Dragonoid without having to retreat or risk being mauled or blasted.

"That remote control!" cried Pinkie "We have to get it away from him."

That was even harder to accomplish as Fratello himself was a skilled and strong fighter with his robotic powers- easily staving off whole swarms of guards that tried to attack him. Many of the fighters, despite their training or weapon enhancements began to suffer more and more injury, while Fratello, being a machine hardly ever got tried.

Star Fleet tried their attacks, and Twilight and friends charged, but to no avail. _"You all put up valiant efforts."_ he chortled _"Quite frankly it's amusing, but I've also toyed with you long enough!"_ He was ready to command Dragonoid for the final attack, when suddenly he was shot at and lost the remote- dropping into a water barrel, shorting it out. _"What?" _snapped Fratello, and he turned and saw someone speeding towards him shouting "BROTHER…!"

_"PIRNCESS CADENCE?" _the teams cried out in shock. What was she doing here? No one knew, but it was definitely she who fired those shots, and became clear she had come to confront her brother.

_"Well… Princess…"_ mocked Fratello _"It's been a long time hasn't it."_

Cadence stood tall and proud but made no further attempt to attack him. "Fratello… please… call off this attack of yours."

Fratello on snickered at her _"I've got a better idea."_ That's when Dragonoid began to move again. Even without the remote, it was built with a backup system. Now it was free to carry out its assigned task: Destroy all the ponies and conquer United Equestria for the entire robot army to take over.

"Brother, No!" cried Cadence "Call it off!"

_"Silence!"_ roared Fratello and he shot her in the leg reducing her to going back all fours, with a sore hind-leg. _"The one you call your brother is gone. I am all that there is now… but you soon won't be here."_

Dragonoid was no ramping through the damaged village and planning to invade all of United Equestria, but Cadence was in great danger, and all the guards were injured or down for the count. "We'll have to split up!" Lightning said "Twilight! You and your team help the princess. We're going after Dragonoid!"

"Be careful!" Twilight said and they teams separated.

Lightning and friends dashed right for Dragonoid, shooting at it to get its attention, and it worked- it turned to face them. "Keep firing at it. I've got an idea!" said Lightning. That's when he began to fly up and straight at the giant robot-dragon. "Lightning!" called Starla.

"Just do as I say!" Lightning called back at them. As he flew closer and closer, Dragonoid began to fire more shots directly at him which he dodged in midflight.

The others kept on shooting at Dragonoid trying to keep it distracted. Finally, Lightning managed to reach and latch onto Dragonoid's massive head, which was at least twice his size.

"What's he doing?" asked Buddy Rose. Then he got his answer as everyone saw Lightning gripping and pulling trying to yank the head off.

"He's crazy!" snapped Dyno. "Si, he can't pull that off!" added Myte. Lightning especially couldn't concentrate with Dragonoid reaching up and swiping at him. Even rocking back and forth trying to bat him off! "WHOA…! YEOW…!" Lightning held on for dear life as if he were battling raging rapids.

"Lightning!" cried Starla

"Hang on tight!" shouted Artie.

"Give it your all and fight!" rhymed Rhymey.

…

Meanwhile, Twilight and friends were trying their hardest, and so were the remainder of the guards, but they couldn't defeat Fratello. Rainbow Dash lunged at him only for him to blaster her so hard into Twilight's home, that got damages and blown wide open. "And I just redecorated!" cried Twilight.

Cadence tried one last time to reason her brother, even try her magic on him. _"You never quit, do you?" _sneered Fratello, for once against the magic was completely ineffective. "Fratello, please…!"

_"Silence!"_ roared Fratello _"Dragonoid will soon make ashes of your friends, but don't worry… I'll make certain you're all there to greet them on the other side!" _This was it, he charged up his power ready for the kill, and he fired! Twilight and friends shut their eyes tight thinking they had just been destroyed, but when they looked… there were the royal ones standing before them, and had blocked the blast.

"This has gone quite far enough, Fratello!" snapped Celestia.

Her nephew gazed at her angrily. _"You… pathetic overgrown gods of stupidity actually think you can win?"_ he laughed _"You just wait until Dragonoid gets here and shows you the same courtesy!"_

"Sorry to disappoint you, but it looks like Lightning and his team are about to bring your over grown pet to the ground." Grand Ruler pointed out.

Fratello turned and saw to his horror…

Lightning pulled and pulled with all his might and actually managed to yank Dragonoid's head off of the body, exposing the insides of wires and circuits. "Time to end this…!" shouted Lightning as his body began to glow along with his golden horn. **_"UNIFORCE…!"_**

He fired that burst of power through the opening and completely blowing out every circuit, every wire. Dragonoid was doomed as it flared, and sparked as it blew up from the inside. Then it fell over backwards, and exploded in a massive burst of flames.

_"YEAH…!"_ Lightning's team shouted.

"Yes!" shouted Lightning still in the sky.

_"No!"_ cried Fratello _"It's impossible! How could I lose with a giant dragon robot in my possession?"_ He then angrily turned and lunged at the others, but Grand Ruler and Celestia kicked him hard back, and so another fight began, but Fratello was badly outmatched by the power and team work of the royal ones, and decided to make a hasty retreat at the last minute, but he promised this wasn't over!

…

New Ponville was in a really bad shape, and would take a little time to repair and set straight again. All the other ponies went to stay friends and others were put up in shelters until their homes were repaired. Lightning, Twilight, and all friends were being put up in the palace.

Cadence, however, she was strongly reprimanded by her Aunt and Uncle for just running off into the battle like that. Even Shining Armor was disappointed in her. "What were you thinking going out there? You could've been destroyed!" he said.

Cadence realized this, but she was just hoping there was just some tiny chance she could reconcile with her brother. "Princess…" Lightning said "Begging your pardon, but we've been through this. You can't reconcile with him."

"I hate to agree with Lightning…" Twilight said "But he's right. He's just too… too…" she couldn't bring herself to say "Evil"

"Cadence…" Celestia said "We understand how strongly you feel about Fratello. We all fell just as bad."

"But your behaviour today, and your putting yourself and the teams in danger was very foolhardy." added Grand Ruler. "I'm afraid that, for your safety, you leave us no choice."

"Cadence, you are confined to the palace grounds until further notice." Celestia said, and to ensure they were not bluffing they placed a special barrier around the palace so no one was allowed to leave or enter without consent, and teleportation would not work on it either.

Cadence would never get out now. Cadence felt her heart weighing her down, and she had no idea how to feel right now. Her husband just escorted her to their room. She needed a rest, and time to heal from her injuries.

The royal ones sighed wondering if they were too hard on their niece, but they had to protect her. The two teams felt just awful for Cadence, but they felt more awful for the damages done, and that Fratello was still out there.

…

As for Fratello, he had retreated to his hideout and began immediately fast construction of another robotic monster. _"You may have won this time, Ponies, but I have another creation in store for you, a much more powerful one. So savour this victory while you can. For it shall be your last!"_

_…_

Meanwhile, Chrysalis had observed everything and now she knew that Fratello was in fact Cadence's brother, and the fact that he was building giant robots and a whole robotic army. "This could prove be most advantageous… for me."


	23. Shadows of Shadeos: Part 1

**EPISODE TWENTY-TWO  
(Part One)**

A few days passed, and New Ponyville was still undergoing repairs. Dyno and Myte were supervising repairs, and Krysta even brought several of her worker-fairies from her planet to assist in the operations. They were very good at building. Even with some of the homes repaired it was recommended that everyone stay out until all the repairs were finished as it was pretty busy and noisy around there.

Still, all the ponies staying in the palace found plenty to do with their time. They helped out with whatever duties there were to be done. Lightning and Twilight even found some spare time to catch up on their book-studying in the royal library, or they would train by sparing with each other and their friends in the dojo, Twilight was still trying to figure out how to unleash the power of harmony, but again to no avail, nor was she any closer to finding any clues of how it worked.

One thing they all did was check up on Cadence every now and then, and see how she was doing while still under house arrest. Twilight spent the most time with her sister-in-law, and Cadence admitted she was okay, but even Twilight could tell that she wasn't. She was still worried about Fratello, and still wished there was a way to save him…

…but there wasn't.

At least with the barrier around the palace she couldn't leave so she was safe.

Right now there was no time to worry about that. Grand Ruler and Queen Celestia had called a special meeting for the two teams in the throne room. One idom was the discussion of the repairs of New Ponyville. Krysta and the Twins were happy to report that repairs were nearing completion.

Brain even handed in his notes on fully studying the bits of armor left from Dragonoid. He gave them to Grand Ruler and the Queen and the both of them would work on magic spells to produce stronger force fields, but it wouldn't be easy on them, unless they were to obtain something, and that was the second idom of the meeting to discuss. "The Rainbow Rod…?" asked Lightning.

"Yes, Lightning…" replied his mentor.

Everyone remembered the Rainbow Rod. It was formerly Lightning's standard weapons of choice before he learned to control the uniforce. Then it was passed on and served a key link to helping the royal ones. Celestia and Grand Ruler would fuse together to form _Grand Celestial Ruler-_ The very same who, with the help of everyone's faith, believing, and harmony, destroyed Titan and revived the fallen worlds into United Equestria.

After that, the royal ones decided that the Rainbow Rod's power had become far too extreme, as well as the ability to change into their fused form, and decided it would only be best to do in extreme last minute resorts. "Now is that time." Celesita said "But there is a problem..."

She and her husband clapped their gloves once, and each summoned two halves of the Rainbow Rod. "It's broken!" snapped Rarity, but to her delight and everyone else's relief, it came back together as a whole. "It is merely an extra precaution we took…" Grand Ruler pointed out. "We separated the rod into two equal halves, and when the pieces join to make the rod whole, it can trigger our fusion-transformation and unlock the rod's power."

"But then… why isn't it even glowing?" asked Starla.

The Rainbow Rod had unleashed a lot of power the last time it was used. After that, it hadn't been used for such a long time its mystical properties had long since been exhausted. It was nothing more than an ordinary piece of treasure now. It didn't even have the energy to blast a bug.

"And what's this have to do with us?" asked Buddy Rose.

The assignment turned out to be replenishing the rod's power. "But how do we do that?" asked Rainbow. "I thought it took over a millennium for it to absorb all that magic."

"Only half correct." Said Grand Ruler "It did take that long the first time, but we've located a source of energy that may do the trick for us instantly, but it involves a great risk at the highest possible magnitude."

The others weren't sure they wanted to ask, but they did… and it turned out there was a magical source available… on the planet Shadeos.

_"SHADEOS?"_ everyone shouted.

"B-B-B-But… that's Chrysalis' domain." whimpered Fluttershy.

There was no need to explain further. It was realized that a volunteer party would have to fly to Shadeos, find the energy source and use it to restore power to the Rainbow Rod.

Lightning stood up quickly "I'm ready!" he said.

Grand Ruler smiled proudly at his student. "Thank you, Lightning." he said.

Then Krysta agreed to go. Her warping skills would come in real handy for emergency escapes.

"Count me in too.  
I'll go with you." said Rhymey, and he was a good choice since his sword could pierce through energy itself, and Twilight agreed to go too. Her magic would be useful there too, but they all figured they would need one more member to make the party perfect, "And I know just who." said Celestia.

That's when her sister appeared. "Princess Luna?" asked Twilight. "Yes…!" Luna said proudly "This mission is going to be taking us to a very dark and eerie place, and who knows the darkness as fine as I do?"

She had a point there. Not to mention, even though Chrysalis was by far the only creature on that entire planet, nobody really knew what to expect there. The final mission layouts were discussed, and it was time to prepare to leave.

Fluttershy was worried about Rhymey leaving, but she knew he had been doing this all his life, and he assured his mare-friend that he would come back safely, and pecked her on the cheek.

Twilight and Krysta thought it was adorable, but not as lovely as Lightning and Starla's. "Lightning…"

"Starla…" Lightning then smiled at her "I'll come back, don't worry. I've used the Rainbow Rod before. I know what I'm doing."

"I know." Starla said "I wish I could come with you, but I guess some of us have to stay and protect the kingdom. Just come back in one piece."

They shared a soft kiss, and Lightning promised her. "I will."

After that, Krysta created the necessary portal that would take them to Shadeos. The team stood all together with the Rainbow Rod stowed away in Twilight's backpack. "Shall we go?" asked Luna. The others nodded, and they leapt through the portal-gate, and headed off into dimensional space.

_"Good luck, everyone."_ Celestia and Grand Ruler thought at the same time.

"Hey, where's Spike?" asked Pinkie Pie. The others couldn't find him and began to wonder if maybe…

_"Oh No…!"_

…

Across the dimensional pathway did the team soar, and emerged on the dark dimensional planet of Shadeos. _"Wow…!"_ they all exclaimed. What a miserable sight it was. The only time Lightning ever remembered coming to a planet this dark and creep was Titan's domain.

Even Luna had never been to a place this dark before not even when she was trapped in the moon, but now was not the time for sightseeing. They had a job to do, and fast before Chrysalis found out they were there.

"Where do we start looking?" asked Lightning. Luna concentrated and sensed through the darkness where the power was located. "Follow me." she said, and they all walked off together across the barren wastelands of the planet.

Suddenly Twilight began to feel heavier than normal. "What's wrong…?" asked Krysta.

"Ugh…! It's my backpack, it feels so heavy." Twilight said, and then everyone knew why when Spike popped his head out of the bag and breathed heavily. "I can't breathe in there!" he groaned. _"SPIKE?" _the others sneered.

"Forgive me if I sneer,  
But what are you doing here?" snapped Rhymey.

Spike admitted that the meeting bored him so he slipped into Twilight's backpack and fell asleep. "Sorry…" he said.

Twilight sighed "We'll talk about this later. We may as well keep going."

On and on the team went, and the planet seemed to get more eerie and dreary by the minute. They all began to wonder what race lived here before the changelings invaded and took over, but also if there were any other creatures there on the planet with them. So far there was nothing but vast fields of darkness, steam bursting from cracks in ground. The skies were as dark as night and swarming with dark clouds. It really was nothing more than a derelict planet.

Suddenly, "Look…!" cried Krysta "Up ahead."

It was a giant fortress, almost as large as the royal palace, and there was no doubt that it belonged to. Chrysalis' voiced echoed out "Well, well… what have we here. I see you've all finally come to your senses and finally have decided to ultimately surrender to me."

"Think again, Chrysalis!" snapped Lightning. "We'll never surrender to an ugly, evil witch like you!"

The ground began to shake and quiver. "I think you've made her mad…" whimpered Spike.

That's when Chrysalis appeared before them snickering wickedly. "You really ought to be careful who you insult around here." she hissed "I'm really quite sensitive, you know."

Lightning and Rhymey clenched their fists, and nodded at one another. _"Star Fleet… Magic…!"_ and they transformed. "Let's get her!" shouted Lightning, and he and Rhymey dashed forward, but they went right through Chrysalis and fell flat on the ground.

_"Huh?"_ they both exclaimed, and the others realized it was only a magical illusion. "She's not really there." said Twilight, and right then the illusion vanished, and the ground began to quake. "What's happening?" asked Spike.

"I don't think I want to know." cried Krysta. That was when the ground burst wide open and powerful magical forces seemed to grabbed everyone and pull them all into the bowels of the planet.

When Lightning came too he found he was all alone in a dark cavern, far below the surface of Shadoes. "Oh!" he groaned as he felt his head. At least he was still in full armor. "What happened? Where am I?"

All the others were coming round to realize they were lost too, and had no clue of where they were. Krysta, Luna, and Twilight found they couldn't even teleport out. So, everyone decided to wander through the caves, hoping to find a way out or at least run into one another.

…

Spike grabbed one of the many torches from the wall and began to head down the tunnels. "What kind of a cave is this?" he wondered. Then, all before him at once was a giant pile of jewels and precious stones. Spike's eyes shimmered like the gems themselves "Come to Papa!" he cried as he dashed to jump in the big pile, when suddenly, as he got closer the jewels began to move, and join together to form a giant monster made completely out of gems. It roared at Spike and he quickly began to run back the other way. "Help!" he shrieked "Help!"

Then he looked behind him to see the creature had gone. He rubbed his eyes but still couldn't see the monster. Not even any tracks in the dirt, or even a sign of the gems.

…

Twilight had been wandering around the cave, and she suddenly heard a voice calling out to her. "Twilight Sparkle…" Twilight didn't want to believe it, but up ahead it was her. "Queen Celestia…? What are you doing here?"

"Silence!" yelled her teacher. She did not look a bit pleased and said that she was tired of Twilight's bungling and messing things up. Twilight was confused and tried to protest, but Celestia just grew crosser. "You have ruined things for the last time, and I have no choice." That's when her horn began glowing "The penalty for your actions, Twilight Sparkle… you shall… DIE!" She fired a shot which Twilight dodged, and she began to run away for her life, but was unable to understand what was happening. Suddenly, she tripped and kicked a stone that was on the ground right at Celestia… and she just vanished in a cloud of smoke.

…

Krysta heard the sounds of the screams. "Twilight…?" she called out. She tried to fly through the tunnel in the direction of the voice, but suddenly a giant wall of fire sprung out. "Whoa!" she cried, stopping before she nearly flew into it. She back up against a wall panting in relief, but suddenly saw a monstrous snake next to her.

She tried blasting it away with her magic, but strangely her magic went right through the snake, and it just vanished in thin air. "Huh…?" remarked Krysta. "What kind of cave is this?"

…

Rhymey was on the run from a swarm of bats and miniature demons. Then he skidded to a halt and quickly turned round. **_"DRILL QUILL!" _**and launched his swarm of quills at the creatures, actually dissolving them into clouds of smog. Rhymey couldn't understand it.

"Who is there?  
Come out… if you dare!" he shouted

…

Luna didn't mind being alone in a dark place. She was used to such things, but she suddenly had the feeling that she wasn't alone after all or something strange was about to happen. That's when she felt the ground beneath her feet starting to rumble. The rumbling got stronger, and stronger, and then she saw why…! A giant boulder was rolling straight for her. Luna quickly dashed down the tunnel, but soon she came to a dead end.

"No!" she roared angrily. Then she turned to face the boulder, but noticed something odd. "What?" It was coming at her, but not crushing and of the smaller stones and pebbles along the way, and when it finally reached her, it vanished! "An illusion…?"

It was starting to make a little bit of sense to her, but she had to find and warn the others if they hadn't already learned of it themselves.

…

Lightning, still unaware about the magic of the cave, had been wandering through the tunnels. Going deeper and deeper, he felt as if he was nearing the very dimensional core of the planet. He called out for the others hoping they would answer and he could find them.

He suddenly began to hear the voice of Chrysalis. "Where are you?" he growled "Show yourself! Quit cowering and fight me for real!"

Chrysalis appeared at the end of the tunnel. "My, my… what a revolting display of temper." she mocked. Lightning gritted his teeth and lunged at her, but she vanished and then appeared behind him. "And slow on his reflexes. I thought your master taught you better."

Lightning turned to punch her, but she vanished again and the reappeared sitting on a bed of stones beside him. "Will you stay still so I can hit you?" roared Lightning. Chrysalis only snickered at him, and Lightning charged at her with full-speed until passed right through her again, and ended up sliding down a slippery slope through another tunnel, and emerging in a deep hidden crypt.

Lightning gazed ahead and what he saw made his eyes budge behind his eyewear. It was some sort of ancient shrine with a plateau reached by a stone stairway leading to a giant tomb that seemed to have a protective barrier around it, but also, Chrysalis was there, and all the others were bound by magical chains. "Lightning!" cried Twilight.

"Help us!" shouted Krysta.

"Let them go, Chrysalis!" Lightning demanded. And at the shouting of his voice, the prisoners and Chrysalis vanished again. "Ugh! What is going on here?" shouted Lightning. That's when the entire shrine went dark all except for the light emitting from the barrier around the tomb.

Suddenly, the shrine lit up again, and Lightning saw something that he didn't see before. Sitting on the stairs was someone who looked exactly like him in every way, except he was darker, and his eyes glowed red. Lightning moved in closer, but suddenly the Dark Lightning grabbed him by the limb, indicating he was real, not an illusion, and then kicked Lightning back hard.

"Hey!" growled Lightning, but before he could say anything else, the Dark Lightning rushed him and began to attack him. Lightning fought back only to discover that this Lightning knew every move he did. Every punch, every kick, and he were able to counter Lightning's attacks back perfectly, and land several attacks on him.

"That's it!" Lightning snapped "Let's see you try this!" and he began to glow along with his golden horn **_"UNIFORCE…!"_** and fired his power right at the imposter, but as quickly as it was about to hit, the other Lightning actually summoned a darker version of the Uniforce and counter the magic. "I don't believe it!" Lightning said "Who are you? What are you?" but the dark Lightning only lunged for him again.

Lightning tried his very best, but this evil copy of his seemed to always be one step ahead and ready for anything. Finally, Lightning was backed up against a stone column, and the dark Lightning's black horn began to glow again.

Lightning had to think of something fast, and he realized that the column he was leaning against would possibly be able to help him. He waited until the last minute, and his evil clone fired his blast, and Lightning leapt up in the nick of time. The blast hit the column, shattering the stone and it began to fall over like a tree, the clone leapt out of the way before it fell on him giving Lightning the opening he needed. He dashed down at this clone, kicking it hard in the cheek, and sending it crashing into another column. This time it actually fell on him. "Yes!" Lightning cheered, but suddenly, to his shock, the clone rose up again. "Impossible!"

The dark Lightning was not willing to give up and soon, it was joined by more evil clones, and evil Twilight, Luna, Spike, Rhymey, and Krysta. "Oh boy…!" whimpered Lightning "This isn't going to go well."

**_To Be Continued…!_**


	24. Shadows of Shadoes: Part 2

**EPISODE TWENTY-THREE  
****(Part Two)**

Lightning was still faced with the six evil clones, backing away from them as they crept forth. When suddenly, a shadowy shining waves came out form nowhere and grabbed Lightning, and he vanished. The evil ones searched all around the shrine, but they had no idea that Lightning was merely invisible- cloaked in the magic of the real Princess Luna's shadowy mane.

"Are you alright?" Luna asked.

"It's really you guys?" asked Lightning, and the others proved it by saying anagrams of Star Fleet… the secret approval only they knew.

"Feral Test"

"Flat Trees"

"Treat Self"

"Let Faster"

"Stale Fret  
Believe me yet?"

"Okay then…" said Lightning. While the evil ones were still searching for their foes, a lot of the others still didn't understand who they were or what they were or what was going on. "I think I know what it is." Krysta said "I wasn't sure of it at first, but I am now."

"Well, spill it already." said Spike.

Krysta thought it was only a myth from her studies magical worlds, before she was crowned queen, but it turned out that they were in the Cave of Deception on the once Planet Espi.

Thousands of years ago it was home to race of hooded monk creatures, and they never raised a sword in anger at their enemies. Instead, they conjured a spell that could help discourage their enemies through the art of deception. The spell could reach into your subconscious and create actual images of either your deepest desire, or your greatest fear. It was only an illusion, but the more you believed in it, the more real it would become.

"That explains a lot." Twilight said "Everything we've been running into, they were all just mirages created by our own minds."

"Well that's fine and dandy." Spike said "But it doesn't explain anything about that weird tomb up there, or those evil guys out there."

Krysta went on explaining that the monk's spell of deception not only discouraged their enemies, but it sapped their strength and powers, rendering them weaker and harmless. Throughout the ages, all that great power had been captured and stored safely within the sealed tomb. The monks vowed to keep the energy safe, so that evil might never get its hands on it again, and placed a protective barrier around the tomb, preventing anyone who is not pure of heart from even getting close to it.

The evil copies of them that were wandering outside were part of a last line of defense, to protect the tomb- one being able to overcome one's own self was indeed one of the most difficult of challenges ever conceived.

So for thousands of years, the monks of planet Espi lived in peace, believing that their magic would protect them from all evil. Obviously, they did not count on the fact that Chrysalis, being a changeling, was also a master in the arts of deception. The magic had no effect on her.

Chrysalis managed to conquer the planet- corrupting it with her evil and turning it into the dark shadowy world of Shadeos, but it was fortunate that she never discovered the caves, and even if she had, and managed to make it through all the defenses, she could never hope to get near the tomb. The barrier would destroy her for certain.

That was all Krysta knew. She had no idea how to unlock the tomb or truly get past the dark ones. Many were known to try and seek the power, but none lived to tell the tale as they were never heard from again, not even those of innocence who merely came to explore.

"Then how can we?  
I don't think it's that easy." said Rhymey

Luna figured the best was to try and prove they were all pure of heart… by taking down their copies. The others all seemed to agree, except Twilight. She wasn't so sure, but at the moment, she could think of nothing else.

"Okay, get ready." Lightning said. "Go!" and Luna dispelled her invisibility spell, and everyone leapt out into the open. The clones turned to face each of their counterparts and glared at them with their red eyes, and the fight was on.

"This should be easy." Spike gloated at the Evil Spike "I don't even know how to fight, so you must- AAH!" His clone grabbed him by the tail and began to whacking him on the ground like a hammer. "Ow! Ouch! Ooh…! Know how to fight." Spike said all dizzy and groggy.

He shook himself awake, and glared angrily at his clone. "Try this!" he shouted as he belched a big flame at evil Spike, but not only was Evil Spike good at fighting, his fiery breath was stronger than Spike's. "YEOW…!" groaned Spike! "This is going to be harder than I thought."

His clone just angrily snuffed at him.

Twilight and her clone stared each other down. Each tapped and scrapped their hoofs twice and then charged at one another. Their horns glowed and the collided, smack-on, and were engaged in a struggle. Twilight grunted and growled as she pushed with all her might and the two Twilights each fired a magic blast form their horns at the same time, knocking each other back. "I'm just getting started!" hissed Twilight, she charged at her clone again ready for more.

Krysta and her clone fluttered about and flew round and around gazed one another down, and then the evil clone waved her scepter, forming an energy ball and flinging it at Krysta who parried the shot back at her foe, and her foe retaliated by sending it back. The two fairies ended up playing a game of tennis with one another. Each time one managed to successfully repel the blast, did it get bigger, and stronger, and more violent, and harder to repel. The blast suddenly exploded in midair knowing the two fairies backward into the walls, but neither was ready to give in yet.

Neither were the two Rhymeys. They clashed and parried their swords at one another while dodging and evading open attacks. They even engaged in a blade-lock, and eventually broke free by kicking each other away.

"Time to get tough…  
Try this stuff!" snapped Rhymey. **_"DRILL QUILL…!"_** He fired his swarm of quills, but the Rhymey clone simply whirled his sword round and around negating the entire attack, and then lunged at Rhymey engaging in a another sword fight, but Rhymey got hit a few times, so did the clone.

Rhymey actually felt he found himself the most worthy opponent in a long time, but he still kept his focus and kept on fighting.

The two Luna's were fighting just as fiercely. Luna really despised there being an evil clone of her. It was almost like facing Nightmare Moon all over again. "I… am not… evil!" she kept saying to herself and to her clone as she fought. Punches, kicks, magical blasts were exchanged between the two princesses.

Lightning and his clone had been at it for a while too. Lightning managed to kick his clone hard sending it soaring backwards into the wall, but it quickly got back up and attacked Lightning with more force than ever.

This was getting the team nowhere!

Both they and their clones seemed evenly matched in almost every way, except the clones never seemed to get tired, and always seemed to be getting stronger!

Poor Spike got tail-whipped and bashed by his evil clone and flew smack into Twilight, crashing hard into all the others, and they all fell all over one another.

"Gosh!" groaned Spike "I really had no idea I was this tough to beat."

"Um, Spike, I hate to say it but… you're not really all that tough." Krysta said "I could easily flip you with my magic."

Twilight then protested that she could overpower Krysta if she ever got the right opening. Lightning said he and Rhymey could easily flip her over any day. Easily, Luna didn't mind saying that as she was a royal alicorn; her power was greater than that of any of theirs… to an extent.

Suddenly, everyone happened upon the same idea. "If we can't beat ourselves so easily…" Twilight said. "…Maybe we can beat each other." added Lightning.

Rhymey nodded and said

"We'll stare our own clones down then in a twitch  
Before they attack us, we'll make a switch."

The others agreed, and got back up as their clones approached them. Each was staring down at their respective counterparts, and they waited, and waited. "Go!" shouted Lightning, and they all leapt up, and over their clones, and went after different clones instead of their own, and the plan seemed to work at first.

Evil Spike tried his fire, but Krysta evaded it and used her magic to lift up high and slam him down hard. "Guess bigger isn't always better." she teased.

Dark Krysta tried to go after her but Twilight popped right up and swatted the little pest with her tail. Dark Krysta conjured up a magical energy-ball ready to fling it at Twilight "Oh, no you don't." Twilight said, and just as the evil Krysta fired her blast, Twilight fired a blast of her own, much larger than her opponents, smashing right through it and hitting the little fairy hard.

The Evil Twilight tried to rush at Twilight, but Lightning grabbed her by the tail, and when she turned to face him, she got a swift punch in the cheek and a kick to the gut sending her skidding across the floor. Evil Rhymey tried to rush to defend her only to get tripped up by Luna, who had hidden in the darkness and used her mane to trip him off his feet and lose his sword. He tried to reach for it, but Luna stepped on his limb preventing him from reaching and sent him skidding across the room with a magical blast from her horn.

The evil Luna tried to attack, but Spike pushed and pushed on a hard column with all his might, pushing it over at the evil Luna, causing her to leap out of the way, and Lightning grabbed her by the tail, picking her up and whirled her round and around and around. The other evil clones tried to rush over and help her, only to get bashed by Lightning whirling Dark Luna around and tossing her hard to the floor.

"Blast them!" shouted Lightning, and one by one, everyone fired a strong shot at the evil clones. Sparks and explosions blasted all over, and the clones fell over backwards, but they didn't explode. They just lay there for a moment, and then leapt right back up again, and now their eyes were glowing brighter, redder, and angrier than ever.

"I don't believe it!" snapped Lightning "They just won't stay down!"

The clones looked ready for more, but the gang was starting to feel tired and worn out. They couldn't fight off much longer, but neither of them knew what to do, only… Spike noticed something about the eyes of the clones and how brightly they were glowing, before when they battles started they eyes weren't glowing that bright and angrily.

"We have to keep trying!" said Twilight.

"Onward!" yelled Luna.

The others all charged after their clones again, but this time the clones were wise to their little switch routine, and no matter what the others tried, the clones managed to slip past and made sure to stick with the originals, making the fight seem one-sided again, and Spike's clone was coming towards him with his claws ready for the kill.

Twilight saw him. "Spike…!" she tried to rush and help him, but her evil clone held her back.

Spike's clone reached Spike and was ready to attack. "Don't, please!" yelled Spike "I don't want to fight!" and he actually got down on his knees and put his hands up in a surrendering pose. "Don't hurt me." He said, and his clone did nothing. It just stood there gazing at him, and its eyes began to lose the evil glow.

"Do you see that?" asked Krysta.

"When Spike refused to fight,

His clone let him off light." said Rhymey. He wondered if it would work for him too. He faced his clone, but instead of attacking him, he just dropped his sword. Sure enough, his clone didn't fight him.

The others soon did the same, and refused to fight anymore. The clones didn't so much as raise a punch and their eyes stopped glowing so madly. "What is all this?" asked Luna

Nobody knew, but the clones suddenly turned into shiny streams of light that swirled round and round near the celling and disarmed the barrier round the tomb and opened it wide. Out of the tomb rose a giant clear urn containing a mystical glow.

Spike could hardly breathe. "That's it? Did we do it?"

The others weren't sure, but suddenly they heard voices. _"Ye can who hear this, listen well."_

The voices explained to the team that they worked hard to make it all this way to their secret caverns, by sticking together, not giving up, and working together against their evil clones, their hearts had proven that they sought to use the hidden power for goodness and righteousness, and not for greed, by also showing the clones that they no longer wished to fight, they had proven themselves to be pure of heart, despite the fighting and struggle.

The team were confused and baffled by all that mumbo-jumbo- showing pureness by how the fought?

_"Take the power with you. It is yours, and finally may our duties be fulfilled and may evil perish at the hand of pureness."_

The sounds of the voices faded away, and everything seemed clear. "Hello?" Krysta called out, but no one answered, but suddenly, the energy was beginning to fade out. "What's going?" asked Spike.

"The power… it is being drained away!" cried Luna.

"You're correct." hissed a voice. Everyone looked up and saw _"CHRYSALIS!" _standing, over an opening in the ceiling, and she was no illusion. She had been aware of their arrival on the planet for some time, and she was baffled at why they hadn't come to settle the score with her, she followed them into the caverns and learned all the secrets keeping in hiding. The mirages didn't affect her as she was a master of manipulation and knew they were not real from the start, but now that the power was revealed she was syphoning it for herself and using it to increase her own power.

"Twilight, quick, Give me the rainbow rod!" snapped Lightning. Twilight tossed him both halves from her backpack. Lightning quickly joined them together and poised the rod at the magic, absorbing. "Oh, no you don't!" Chrysalis yelled as she prepared to zap Lightning.

"Oh, yes we do!" snarled Luna as she fired a blast, forcing Chrysalis to dodge, but the blast had hit the roof so hard, not to mention all the blasts from the battle with the clones were finally taking their tolls on the cavern, and the whole place was starting to slowly. "We're going to be buried alive!" cried Krysta.

Lightning and Chrysalis were still struggling to gather the most of the power that was stored, not even when large rocks began to fall from the ceiling. "Lightning!" cried Twilight "Forget the power! We have to go!"

"No!" shouted Lightning "Not without the power! We need it!" but Luna grabbed him in her mane and the team began to flee for it.

Chrysalis laughed at them "Cowards!" but soon she realized it was bets for her to leave with what little power she had gathered.

…

Luna used her magic of shadow-slipping, to help slip everyone through cracks in the walls and ceiling, finally emerging out of the cave, and outside of Chrysalis' palace, which was about to collapse any second along with the caves. Now that they were outside again, Krysta quickly formed a portal and they all jumped through just in time as the castle caved in, and the leftover magic that was left in the cave bust with an explosive force so bright…

…

…in United Equestria, Starla could see it through her dimensional astral telescope. "Lightning!" she cried.

"What? What happened?" cried Fluttershy. She was worried and hoped the others were okay, especially Rhymey.

The royal ones were very worried too, when suddenly, the portal gate appeared and the team fell out of it. "We made it!" cried Lightning.

"Lightning!" cried Starla as she ran to him tackling him to the ground and planting kisses all over his face. "Starla…!" Lightning giggled from her kisses tickling him.

"Rhymey!" Fluttershy cried as she ran into his limbs.

"Oh, my…!  
Fluttershy!" he cried as he twirled her around and around.

All the others had gathered and welcomed their friends. The royal ones then asked for some order. "What happened out there?" Grand Ruler asked. "We could feel that force all the way here in this dimension."

Luna explained, "Sister… Brother-in-law… we are in terrible danger."

Lightning presented the royal ones with the, now, glowing and enchanted rainbow rod. They had managed to store plenty of energy in it, but told the royal ones about Chrysalis, the caves, and just barely escaping with their lives.

This only meant that the final battle was ready to begin, and Chrysalis was bound strike anytime!

"Oh!" cried Rarity "Of all the worst things that could happen to us, this is THE…WORST…POSSIBLE… THING…!"

Everyone gazed at her for an awkward moment, and then began to chatter in worry and concern, until the royal ones ordered them to remain calm. "We all knew this was coming." Grand Ruler said "And we have since been preparing for it. Correct…?"

Everyone nodded in agreement.

"So…" Celestia said "We're going to do everything we can to protect our kingdom, and together we will triumph and end this war."

Everyone soon regained their confidence, especially now that the rainbow rod was restored. With all that, duties were assigned to prepare the kingdom for their fiercest upcoming battles yet to come, but all in all there wasn't much any of them could do but wait for the first move.

As for Spike, Twilight and the others thanked Spike for helping them. It was he who found the real secret to unlocking them power while the rest of them had been blinded by the battle. When Rarity heard of this, she made Spike a special sash, and the royal ones gave him a medal for bravery. Even Princess Luna was pleased with him and the others, and realized that there was still much for her to learn about the hazards and many mysteries of the dimensional universe.

But for now… despite there was a big struggle nearing commencement, everyone thought it best to get a little rest.

…

While back on Shadoes…

Chrysalis, having escaped the caverns, didn't at all feel upset about the loss of her fortress. The power she had just absorbed made her physically stronger and her magic even more immense. "I can feel it! The very power pulsating in my veins!" she thundered.

She felt so strong; she no longer cared about her old intentions of gathering love energy to survive- feeling she no longer required it again. Now all she cared about was conquering United Equestria, and making all the populace into her army of obedient slaves.

No one would ever stand in her way again, and she had a good idea of how to actually kill two birds with one stone to begin her ultimate attack!

"Prepare yourselves, ponies! Prepare… for the hunt!"


	25. Part 1: The Ultimate Attack!

**EPISODE TWENTY-FOUR  
(Part One)  
**

Over the course since his last attack, Fratello had been really hard at work, and by this point he had not only completely established a new robot army, but had finally created a robotic creation unlike any other, one that had far more power than anything he had built before.

_"Wonderful!"_ he said to all his active robot-men _"The time has arrived my friends. Our army shall be activated, and our enemies will fall at the hands of our genius technology. The Robot Empire is about to make its first page in history."_

The active robots raised their arms up in cheer, but suddenly they heard the sound of someone else applauding over in the shadows. "How delightful…" said a familiar voice as she walked into the light.

_"Chrysalis?"_ snapped Fratello, she had found his secret hideout in the bowels of United Equestria. _"But, how…?"_

"We have a little score to settle. TRAITOR…!" Chrysalis raised her arms and used her new, stronger powers to destroy all the active robots. Fratello tried to defend his work, but Chrysalis was much stronger than even he was now, and she soon had him at her mercy.

She would have destroyed him right then and there if she didn't have a good use for him. She gazed at the large robot he had built. "This creation of yours- it will do very nicely, and you're going to show me how it works."

_"If you think I'd do that, you're crazier than I am!"_ snapped Fratello, but it wasn't as if he had a choice. Chrysalis blasted him hard and actually sent him sailing right across the table. _"What are you going to do to me_?" Fretello whimpered. Chrysalis gazed at him, then back at the giant robot. Fratello didn't like the look her eyes.

…

So far, all was still quiet in United Equestria, but every creature remained cautious. Royal announcements had been made warning everyone about the imminent attack, and practice drills were held for the creatures to evacuate when the time was right, if necessary. Krysta had ordered her many subjects on her home planet to standby. With their warping abilities they'd really be able to help.

Not only was Star Fleet remaining ever vigilante, but so were the Wonderbolts and any other creature skilled in fighting who wished to help out. The Griffons, the Minotaur, even the Diamond Dogs were willing to fight. They didn't want the planet destroyed or there would be no more gems for them to collect. Spike even managed to convince many of the dragons to help out too, though it took some time as the dragons didn't trust a pint-size like Spike who lived with ponies.

Best of all, Grand Ruler and Queen Celestia sent messages to other Star Fleet legions on the other planets, including Major Cerise. All were on standby and awaiting further orders.

Lightning's team had been busy in the training grounds- getting into shape and preparing their weapons, and Twilight and friends had caught up on a little training themselves, thought Twilight was still rather dismayed that after all this time, she still couldn't unlock the power of harmony inside her, while all the others didn't seem too concerned about that.

"Twilight, you're making the mistake of relying only on _one power_ to aid you." Lightning said "Just leave it aside and work on your other skills."

Pinkie Pie leapt by with her exercising outfit and making battle cries like a martial artist as she practiced her moves, and she leapt up high and snapped five solid boards in half with one stomp. "Ha! That'll teach you." she gloated at the wood.

The other girls all were doing great too. Rainbow was even able to summon larger clouds with stronger Lightning. She called it **_"STORM STRIKE!"_** and just one thunderbolt alone reduced a giant boulder to pebbles. "Yeah!" she cheered "I'm so ready- Where's the bad guys…?"

Artie held her back "Take it easy, Rainbow."

Rainbow tried but she wasn't about to make any promises. She wanted so much out of the bad guys. "They'll come when they're ready to." Buddy Rose said "But they'll also find us ready as rain." added Applejack as she made sure her lasso was tied good and tight.

Lightning was glad that everyone was ready, and he had one more gift for Twilight and friends. That's when Dyno and Myte came out pushing large boxes on carts. "Here you go, _Chicas." _said Dyno. _"Ay', maravilloso!_ You're going to love this." added Myte.

Twilight and friends all huddled around, and Rhymey stepped forth ready to help open the boxes, he said…

"Because you've been good friends, and trained hard too,  
We present this little gift, to help in battle through."

He and Starla and Lightning opened the boxes to reveal pony-mannequins standing upright and clothed in suits of armor almost identical to the ones lightning and friends wore in battle mode. The girls could hardly believe their eyes. The armor was rather beautiful, and each suit had the girl's name instead of a citizen code, and instead of the Star Fleet insignia, Artie painted special heart-shaped markings around a unicorn marking.

The girls tried their new suits on. "Wow! This feels incredible." said Twilight.

Pinkie and Rainbow were amazed at how the armor was so strong, and still felt so light. Rarity almost had ideas to start new trends suits of armor, but Lightning gave her the look not to even think about it. She couldn't actually make armor out of fabric anyway.

Fluttershy thought the armor was comfortable, and she actually even felt a little braver wearing it, and Applejack felt like "The head of the whole flock of sheep." She felt like she could just order the sheep into their pens without having to physically herd them.

"Look out Chrysalis." Starla said as she admired the team "We're ready for anything." But still, they had to wait for a move to be made.

…

Fratello and all his inactivated robots were reprogramed so they would obey Chrysalis' voice orders only, and after that, Chrysalis trapped him in a giant jar and placed him inside the power core of the giant robot, now called Doom-Droid, and was going to use him to power it!

"Now, go! Go and destroy!" ordered Chrysalis.

_"Yes, my queen. All energies at maximum." _said Fratello.

In almost no time, the robot-men had invaded the major cities, especially New Canterlot! Goldwin could see them through his telescope. "Your majesties!" he called. The royal ones dashed over to him quickly. "What's going on?" asked Celestia.

"Take a look." Goldwin said, letting her at the telescope. Celestia could the robots coming straight their way. "This is it. It's what we've been waiting for." Grand Ruler said "Go to red alert!"

One of the guards activated the alarm, and soon the whole palace was bustling about with guards rushing into action. "Charge!" shouted Shining Armor as he sent the royal guards soaring down from the palace, and the Wonderbolts soon joined them. "On to battle…!"

"Load the heavy artillery and standby!" ordered Celestia. As the guards and palace staff rushed around, loading the cannons and weapons, Lightning, Twilight, and their teams came into the main room. "What's happening?" asked Lightning, but they soon saw for themselves just by gazing out the window. "I've never seen so many robots all at once before." said Starla.

"Well, what are we waiting for?" asked Rainbow, all the others agreed, and the royals dismissed. "We'll do our part here from the palace." said Grand Ruler "If things get too rough, we'll join you."

Lightning nodded, and as Twilight and friends were still in their armor. Lightning and friends transformed, _"STAR FLEET… MAGIC…!"_ and they all headed out to join in the battle. Cadence watched as they all headed off. She felt so helpless still being locked in by the barrier and wished there was something she could do, but her aunt and uncle gave her the _"Don't even think about it"_ expressions.

…

Krysta and her fairies were working hard to evacuate the civilians to safe planets guarded by Star Fleet, as this battle was far too much to risk gambling on simple force fields for protection. One by one and in many lines, the ponies and other creatures marched into the many portals. "Come on! Keep moving! Keep moving!" shouted Krysta.

Once all the civilians were safe. She ordered her fighter fairies to follow her to prepare a trap for the robot men, but it would take some time.

Meanwhile, Lightning, Twilight, and friends had all arrived on the scene, along with many other Star Fleet Fighters, who leapt through portals appearing in the sky, and joined in the fight against the many hundreds of robot-men. The teams could hardly believe how many there were. "Let's go!" shouted Lightning, and all the two teams dashed into battle, all of them punching, kicking or firing their magic or weapons. Twilight and Friends were amazed at how well their new armor worked out swell. They all got hit several times during the fight, but didn't suffer much damage, even Fluttershy found the courage to attack the robots full force…

She roared angrily as she leapt up and pounced right on them hard, panting and snarling "You're… going to STAY DOWN!"

Rhymey was amazed at her new fighting.

"Be still my heart…  
She's just tearing them apart." He almost was caught off guard by three other robots.

Applejack held her rope and Buddy Rose held his whip. They both gazed at the many robots coming after them. They nodded at one another and lassoed the robots by the feet, yanking them off their feet.

A little bird could look down from the sky to see every corner of the land below swarming with fighting, small explosions, and magic emitting. However, the number of robots didn't seem to decrease at all. For each one that was knocked out, two more popped up to take its place, even with the massive armies of Star Fleet, the royal guard, and Wonderbolts, they couldn't seem to keep at bay all of the robots. Some were heading straight towards the palace.

"They're heading this way!" shouted Goldwin.

"Artillery, get ready!" cried Celestia.

"Fire…!" shouted Grand Ruler. The gunman fired the cannons, firing magical bursts instead of hard cannon-balls. It seemed to help keep them back, but now very well.

Luna was flying overhead and fired some of her shots from the high up to help force the robots away. Celestia and Grand Ruler decided to head out and join her, but suddenly "Wait!" snapped Goldwin "Something else is coming. It's Chrysalis."

_"What?"_ snapped the royal ones, and they all wondered why the robots weren't going after her. "Wait a minute! Look…!" cried Celestia. That's when everyone saw the giant robot following behind her. "What is that?" asked Cadence.

Then they could actually hear Fratello's voice from way far away. _"Meet the instrument that will seal your fate, Ponies. The Doom-Droid…!"_

"Fratello!" cried Cadence. Shining Armor held his wife's glove. "Easy, honey."

Celestia and Grand Ruler saw this was defiantly their cue to go out there, and they ordered Shining Armor and Goldwin to keep an eye on Cadence, and the palace. "But…"

"No "buts" Cadence." snapped Grand Ruler as he and his wife headed off. Cadence could feel the stress start to get to her, in fear for her brother. She knew of course he had to be destroyed but, she just didn't feel right knowing it was going to happen before her eyes!

…

The team and the army could the see Doom-Droid coming and Chrysalis levitating high in the air above it. Lightning, Twilight, and friends were starting to realize that the army of robots was just a decoy to set them up so they would use up some of their powers.

A Wonderbolt told them all to go. "We can hold the robots off."

The guards and the other Star Fleet fighters agreed. "Let's go!" Lightning said, and he Twilight and the others headed off to confront Doom-Droid.

"Fratello, let them have it!" shouted Chrysalis. _"As you wish, my queen!"_ and Fratello gave Doom-Droid more power ordering it to crush the ponies.

Doom-Droid raised its massive foot, "Look out!" screamed Twilight! Everyone scattered out of the way as the huge foot slammed the ground, shaking it vigorously and causing the team to fall off their feet.

"Time for some real power!" snapped Rainbow and she soared up high forming the biggest storm cloud she could **_"STORM STRIKE…!" _**and sent powerful lightning bolts crashing on Doom-Droid, but to everyone's dismay, the robot's armor absorbed the power of the electricity.

_"Nice try…!" _snapped Fratello _"But Doom-Droid is energy absorbent. Observe!"_ and with his words, Doom-Droid fired Rainbow's lightning attack right back at them, only ten times as strong. Just that one bolt alone created a massive explosion that threw all the fighters everywhere.

"It can absorb our energy attacks?" cried Rarity. This was no good at all, they're attacks would only make Doom-Droid stronger.

Artie and Rhymey held out their weapons and tried to attack Doom-Droid physically, but as expected, their small size compared to the colossus robot didn't do much of anything.

Chrysalis couldn't help but laugh at everyone's futile attempts, but everyone wondered why she wasn't coming down and attacking them herself. "I think she's waiting for something." Said Dyno _"Si_, but what?" asked Myte.

Doom-Droid began charring up for another blast. "I don't know, but I'm not sticking around to find out!" squealed Rarity as she and the others ran for it before the blast was fired. Even though it missed, the ground quaked fiercely. "We'll never beat it like this!" cried Starla "We need a bigger force."

Such a force had arrived. "Look…!" shouted Pinkie.

Everyone could see the royal ones heading straight for the battle field, and blasting many of the robot men below to help the army. _"You two!" _snarled Fratello.

"Fratello… family or not, we won't let you do anymore damage." said Celestia.

"It's time." Grand Ruler said as he and his wife held out their respective halves of the rainbow rod. They gazed at other and nodded, and they joined the two pieces together and the rod began to glow, consuming their bodies into light entities and whirling round and around.

"That's it…" Chrysalis muttered "They're doing just as I planned."

Everyone watched in awe as the two forms of light swirled in spiral-loops and came together to form the giant humanoid creature everyone remembered as _"Grand Celestial Ruler!" _

Fratello was impressed, but assured everyone _"You're Ruler is no match for the power of the Doom-Droid."_

_"We shall see." _Ruler said as it welded its rainbow staff, and began to attack Doom-Droid. At first it seemed to be working, as Ruler managed to deal the massive robot a little damage, but suddenly the skies began to grow dark. "What's happening?" cried Fluttershy.

All at once, a fierce storm had erupted, but instead of and bringing forth more chaos and destruction than ever. This was indeed Chrysalis' doing. She was high up in the center of the sky and glowing brightly yet wickedly with magic. "It's no use, ponies." she taunted "With my magic spell in place- the longer your ruler and Doom-Droid clash, the more destruction there will be."

"You mean, Grand Celestial Ruler is only making things worse?" cried Twilight

The Ruler heard this, and realized Chrysalis was right. The more power it and the Doom-Droid unleashed, the more violent the storm became. The Ruler knew it had to end this fast, so it powered up its staff, reciting the magical chant, and unleashed the **_"MYSTIC LIGHT…!"_** the very magic used to destroy Titan and his entire world in the previous war.

However, as the shot hit Doom-Droid, as impossible as it was for everyone to believe, not only the storm grow worse, but Doom-Droid actually absorbed that magic too, powering it up stronger. _"What?" _snapped Ruler in utter disbelief.

The army couldn't believe it either. Doom-Droid could absorb the Ruler's attacks as well, and now it was powered up and ready to fire at it. The Ruler was able to absorb the energy back as well, but this made the storm ravage the kingdom even worse.

"What are we going to do?" cried Buddy Rose!

"The Ruler's only making things worse." Dyno pointed out, _"Si,_ but without the Ruler, we don't stand a chance!"

To make matters worse, despite all the robot men they had defeated, a whole other army was marching into battle, and already the army was looking tired, and Doom-Droid was still standing strong, the storm was getting worse!

"What do we do, Lightning…?" cried Starla.

For the first time ever, Lightning was drawing a total blank. "I- I wish I- KNEW!"

**_To Be Continued…!_**


	26. Part 2: Runing low of Options

**EPISODE TWENTY-FIVE  
****(Part Two)**

Things kept going from bad to worse, then from worse to way worse. The palace was still being approached by several robot men. Even the force-field still active, the orders were to keep the robots far away, especially with the chaos storm brewing. Princess Luna was taking a time out to rest and restore her magic, and the artillery crew were starting to run low on magic for their ammunition. "Don't shoot until you are certain you cannot miss!" said Shining Armor.

At best the guards could only wait until the robots were very close. That way they wouldn't miss and the give the magic some time to recharge.

Both Goldwin and Cadence were starting to grow more worried and agitated. Goldwin was worried if the palace got attacked or destroyed and he'd be outside, and lose the magic from his mask, and Cadence was more worried about everyone in the battle, especially her brother, knowing he was under Chrysalis' control. She was getting that look in her eyes, but apart from the force field keeping her in. Goldwin and Shining Armor were watching her every move.

All Cadence could do at the moment was pray that everything would soon be fine.

…

The Ruler had no choice, it had to fight and at least try to keep Doom-Droid at bay. At least by fighting physically without blasting, the chaos storm wouldn't accelerate as fast. But Doom-Droid was still able to fire its power, and the Ruler had no choice but to absorb it which did accelerate the storm.

Chrysalis couldn't stop laughing with glee. Her plan was fool proof, and the best part of it all was, no one could even try to attack her. They'd either be stopped by the robot men, Doom-Droid, the chaos storm, or by she herself. Even launching attacks from below did nothing.

Worse than that, the teams and the army were growing exhausted and couldn't keep going much longer. "There's… just… too many of them!" cried Lightning.

"We need… help!" cried Twilight just as she collapsed from exhaustion and a robot grabbed her by the neck and picked her up of the ground. The others tried to come to her rescue but were all ambushed by more robots.

Twilight tried to break free but she hardly had enough strength to make even a small spark, but just as the robot was about to effectively destroy her. It got blasted at, and Twilight fell to the ground.

"Leave my friends alone!" shouted a voice. Twilight looked up and could see Spike riding atop of one of many hundreds of dragons, flying to the scene. "Spike!" cried Twilight. Spike leapt down from his dragon ride, "Ta-da! In full form." and he told his dragon buddies to sick the robots.

Soon more reinforcements arrived. "It's the Griffins!" cried Rainbow.

"And here come the Diamond Dogs." Cheered Rarity "And I can't believe I'm actually cheering for them."

"And there's the Minotaur gang!" cried Fluttershy.

Her ex-trainer tipped his shades and spat on the ground. "All right boys, this is what we trained for." He growled "NOW LET'S DO IT-!" and he and his men began to charge forth bowling all those robots in their path over like pins.

With a whole new army dealing with the robot men, it gave all the other fighters a chance to relax and regroup. Even The Ruler suggested that Lightning, Twilight and team regroup at the royal palace. Heeding their ruler's advice, the team fled for it, and Chrysalis ordered Fratello to "Never mind them. The cowards, they will soon find there is nothing they can do to stop me now!"

…

Already, the chaos storm had really taken its toll- buildings, towns, and villages were being struck by the powerful Lightning. Many of the buildings homes and schools were shattered to pieces. It was only a good thing the planet had been evacuated.

The team was barely able to make it back to the palace safely, and even so, it pained them to watch the continuing battle and the storm raging. They knew that even Grand Celestial Ruler couldn't like that forever.

Finally, Brain came running into the throne room was some very interesting news. "I've discovered how Chrysalis is creating this dreadful storm he said."

"Well, tell us already!" snapped an impatient Artie.

Brain explained that both Grand Celestial Ruler source of power was pure dimensional cosmic energy, while Doom-Droid's was pure negative energy. Chrysalis absorbed the same forces form the caverns on Shadeos, and with them she combined the energies together to form the powerful storm that was threatening the planet. The more the energies were combined, the more savage the storm would grow. It was then decided that the best and only way to stop all this was disrupt Chrysalis magic spell, and destroy the Doom-Droid.

"But how can we do that?" asked Applejack. "It's too dangerous to even try to get near either one of them."

"And how can we disrupt Chrysalis' spell of darkness?"

They thought and they thought, and finally Lightning realized "If Fratello's powering Doom Droid on the inside, maybe if we disconnect him, he'll lose power, and Chrysalis won't be able to hold the balance and we'll have a chance to get at her."

The only problem now of course was how to actually get Fratello out of the Doom-Droid. Obviously Lightning couldn't try the same stunt, and pull the body apart, like he did with Dragonoid.

"Wait… we're forgetting the most important thing." Twilight said "Doom-Droid absorbs all forms of energy launched at it." Everyone caught onto Twilight's plan and not everyone liked it, but what choice did they have? This was the only way to give Grand Celestial Ruler the chance it needed.

Krysta suddenly appeared. "It's ready!" she said, and explained that she and her fairies had set up traps to help them with the Doom-Droid. "You have to lead it into the open meadows. Then you'll see what happens."

_What none of them realized was that Cadence had been listening in to everything they said and she was getting ideas in her head again._

The team made their plans and hoped it would work. If the chaos storm got any worse, who knew what would happen. This was exactly how Equestria and Unicornicopia were destroyed before, and the teams promised they weren't going to let that happen again.

"Okay! Let's go!" shouted Lightning, and they all headed back into action. No sooner had they left, did Cadence realize this was her chance to escape. She realized there was only one chance she had of getting through the barrier… and that was out through the caverns below.

Shining Armor and Goldwin caught her. "Cadence!" shouted Shining Armor.

His wife turned, and she never knew if she would forgive herself, but she fired a stream of magic at her husband, causing him to be temporarily stunned and entranced by her love. "Princess, Stop!" cried Goldwin as he rushed over to try and stop her. "I'm very sorry about this, Goldwin." She said as she quickly pulled his mask off, turning him into a statue and unable to stop her. "Forgive me!" she said as she headed down and out of sight.

Finally, she found the secret passage that lead out of the palace, beyond the barrier, and she flew off on her own.

After she was gone, Shining Armor was released from the spell. "Cadence!" he cried, and he noticed Goldwin was a statue, and his mask was on the ground. He quickly brought Goldwin back to life. "What happened?" Goldwin asked, and he suddenly remembered.

Shining Armor saw no choice but to search for his wife before she got into any more danger, and he told Goldwin to take over.

_…_

The armies of allies were still dealing with the robot men and were starting to get the upper hand, but the ruler was still struggling with Doom-Droid which only made the storm worse. Ruler was even started to feel a little weak after being attacked physically.

Another punch in the chest sent it toppling over backwards. The fighters down below scattered out of the way as the huge creature fell flat on its backside. It wasn't hurt too badly, and got back up again, just as Lightning, Twilight, and Friends arrived on the scene.

"Well, well… back for another thrashing?" mocked Chrysalis, and she fired more energy blasts at the team. The team scattered, and told the Ruler what Krysta had said- whispering into its large pointed ear. The ruler agreed and got back to its feet, and then it and the team began to fly away off towards the open meadow. "After them, you fool!" Chrysalis snapped at Fratello.

Fratello acknowledged and drove Doom-Droid after them with Chrysalis following so she could continue powering the storm. _"You can run, but you can't hide from my power!" _shouted Fratello.

Once in the meadows, Krysta signaled for her fairies to spring the trap. "What are you waiting for? Get them!" shouted Chrysalis. Fratello acknowledged and Doom-Droid charged forth, when suddenly, its foot sank into the ground and the whole thing fell over. _"What's happening_?" cried Fratello _"Get up you stupid machine!"_

Doom-Droid got up, but then its other leg fell magically into the ground and the whole thing fell over again.

_Krysta and her fairies had used their incredible warping abilities to make invisible portals all over the ground, like trap holes. It was the best they could do, as Doom-Droid was much too big to fit in any portal they could conjure, but still it provided them with an excellent advantage._

Lightning and friends remained in flight, and the ruler levitated itself above the ground to avoid the holes. Now it was time to put part two into action. "I'm going to try to go in." said Lightning. "Keep me covered!"

"Be careful, Lightning." cried Starla.

Chrysalis saw Lightning charging up the uniforce, which empowered his entire body with energy and get absorbed into the Doom-Droid. She tried to stop him with her blasts, but ended up having to defend herself from everyone else firing at her, allowing Lightning to slip through. "Here I come!" he shouted.

_"Hey!"_ cried Fratello as Lightning actually was absorbed right through Doom-Droid's armor. Emerging inside the actually body of the giant robot. The inside sure wasn't what Lightning had thought, it was all pretty much just a simple boxed room, and Fratello was locked in the glass tube in the center.

_"You!"_ snarled Fratello.

"That's right, Fratello!" said Lightning "Time to shut you and your mechanical-monsters down for good."

Fratello laughed, _"Wishful thinking, Lightning Dawn, but nothing will stop me and my Doom-Droid form destroying your kingdom!"_

Lightning tried to unleash the uniforce, but his horn didn't glow, and suddenly, Lightning began to feel strange- weak, and hardly able to stand. "What's… happening…?" he groaned "What is it? I feel… very weak!" The he realized that when he passed through Doom-Droid, his power had been absorbed, and some of his physical strength as well.

Fratlleo laughed again. _"Fool! Did you really think you penetrate my genius defenses so easily? Well, let me show you!"_

"No…!" cried Lightning!

…

The others were wondering what was taking Lightning so long. "Look!" cried Fluttershy. Doom-Droid was glowing in a bright golden light.

"That glow…!  
But it can't be so?" cried Rhymey.

"It's the uniforce!" cried Twilight. That was when she and the others realized that Doom-Droid must have absorbed the energy Lightning covered himself with. "That means we've only made Doom-Droid stronger!" cried Rarity.

"Never mind that…!" cried Spike "It's going to fire…!"

Everyone tried to run for it but realized the blast was going to be much too big for them to evade. _"FIRE…!" _shouted Fratello. "Here it comes!" shouted Buddy Rose as the blast was fired and headed straight for them all. This really looked like the end for them, when suddenly…

_"No…!"_ shouted the ruler as it leapt down from the skies right in front of the team, shielding them from the blast, but also, actually, getting severely damaged form being hit with a force so strong. It was the uniforce after all!

Everyone watched in horrors as the ruler collapsed from extreme exhaustion after such a brutal attack. "No!" cried Twilight "Ruler! Ruler, wake up!"

The ruler was awake, but extremely weak. _"You… must… protect me." _it begged. _"I must have rest… before… I can fight again."_

Chrysalis was laughing with glee. "The trouble is… you won't get the chance!" she thundered at them. Even if the storm had stopped accelerating, without the ruler, Doom-Droid was free to rampage as Chrysalis wanted it to, for she still had to remain where she was in free float to keep the spell of the storm going. "Fratello…! Destroy them now!" she ordered.

But Doom-Droid didn't move, not even an inch. "Fratello!" shouted Chrysalis.

_"Something is wrong!"_ cried Fratello _"Every system has shut down and is slowly recharging."_

Lightning slowly got to his feet chuckling, "You've fallen right into our trap!"

_"Trap?"_ snapped Fratello, and then he realized he had been outsmarted. The teams knew all along that Lightning's uniforce powers would have been absorbed and Doom-Droid would fire back at them. Grand Celestial Ruler was told of this, and it was planned to have it shield the team all the time as it was the only creature strong enough to withstand such a force. Now the robot was drained of a lot of its power… much like a novice- when using the uniforce, they became exhausted. _"You wretched creature!"_ snarled Fratello.

Lightning began to stop towards the glass tube, "You just wait until I disconnect you…!" but he soon found out he was in way over his head, as Fratello left the tube freely, and began to fight with him, for he still had power enough to fight himself.

It wasn't easy to maneuver in such a cramped cabin, and Fratello was just as swift and as strong as ever, while Lightning was still a little weak from having his physical energy absorbed, but still he kept trying.

…

While outside, with both Doom-Droid and The Ruler still down, Twilight and the two gangs had to do their best to protect The Ruler from Chrysalis' wrath.

"Take this…!" shouted Chrysalis as she fired a strong burst of magic. Twilight and friends countered it, and the Star Fleet fighters combined all their attacks together.

**_"PETAL DANCE…!"_**

**_"PAINT BOMBS…!"_**

**_"DRILL QUILL…!"_**

**_"STAR SHOWER…!"_**

**_"BOOM-BOOM ROCKETS…!"_**

All those attacks, created the biggest swarm anyone had ever seen, and yet the blasts were either wiped out by the storm, or blocked by Chrysalis countering the magic with her own. "Ugh! Not a single hit!" growled Artie.

"We have to keep on trying!" cried Starla "Lightning must need more time!"

"We don't have any more time! The storm's getting worse." cried Rainbow. That's when powerful lightning struck near where the team was, knocking them all over and just barely missing The Ruler.

To make matters worse, there were now more robot men coming for the ruler, and the army of allies were starting to feel tired, and there no more reinforcements. "Spread out!" cried Twilight. "Protect The Ruler at all cost." She wasn't pretending to be a leader like Lightning, she really meant it, but even she and her friends were starting to lose their wind after having fought for so long and using up a lot of strength.

"Yes!" Chrysalis cheered for joy. The storm was growing, the rebels were losing power, and even if by some fluke they could overcome all the robots, she was still at full power and standing by and would be ready to battle the weak warriors herself. It seemed there was no way that she could lose. "UNITED EQUESTRIA IS MINE!" she roared.

…

Inside Doom-Droid, Fratello finally had Lightning backed into a corner and was laughing at the defenseless fighter. _"All that fuss, and look where it landed you."_ Fratello hissed, and then his left hand disappeared down inside of him and out stretched a medium sized blade which he would use to slash Lightning to bits. _"I have a world to destroy and queen to serves, a pity you won't be around to see it."_

Poor Lightning wasn't sure how to get out of this one. _"There's got to be a way out of this." _he thought to himself _"I can't let it end like this! I just can't!"_

**_To Be Continued…!_**


	27. Final Part: Fate of Fates

**FINAL EPISODE  
****(Final Part)**

Outside, Twilight and the teams had reached their limits. They were so tired, that even the slightest punch from the robots was enough to knock them over, and The Ruler was still recuperating "It's… no use!" cried Twilight "There's too many of them!"

"We're… running out of power!" cried Buddy Rose.

Inside Doom-Droid, Fratello was still waving his blade ready to strike Lightning dead, when suddenly he began to feel strange, and he was soon holding his head in pain and struggling! Lightning wondered what was happening when Fratello said, _"Please… destroy me!"_ The real Fratello was trying to hold the robot back again.

"Fratello…!" cried Lightning, but before he knew it, the struggle between the robot and Fratello fighting for control of the body was so fierce Fratello began to slash at the controls with his blade, shorting out the wiring, and causing Doom-Droid to go wild and crazy!

The robot began to dash about waving its arms and recklessly destroying everything its path. IT was even sparking and flaring a little. "What's going on?" cried Fluttershy.

"It looks like it's developed a mind of its own." said Artie.

"Hey! Could it be Lightning…?" asked Krysta.

Chrysalis couldn't understand it herself. "What's going on?" she growled. The storm was starting to pick up again, even without The Ruler fighting, but it was getting to be a bit too much even for her to handle with her spell. "Fratello… get that wretched thing working properly!"

…

But Fratello was still struggling with himself and the robot, soon, the robot was back in control and soon he was attacking Lightning again. But Doom-Droid was moving about so wildly that Fratello could hardly focus, but Lightning was able to dodge and evade all those attacks, causing to Fratello to miss and break even more things.

But it still didn't solve how he was going to get back out again! "Guys…!" shouted Lightning "Can you hear me out there?"

…

"Do you guys here that?" asked Spike.

"Lightning…!" Starla called out "We can hear you!"

"I can't get out!" Lightning shouted.

The others realized the only way Lightning was going to get out was if someone from the outside did what he did before- cover themselves in magical energy to let Doom-Droid absorb them, but only half way so they could get back out again, but none of them had enough power to do that. Even Krysta couldn't create a portal strong enough to penetrate the robot's massive armor.

"There has to be a way!" cried Rarity.

"There is a way! I know there is." said Applejack.

"We'd never let a friend down." said Pinkie Pie.

"Just as they wouldn't let us down." added Fluttershy.

"Through all the battles we've fought, we've never given up!" said Rainbow.

"And we… never… will!" Twilight said.

"Look…!" cried Dyno. _"Ay' Carumba! _What is happening?" asked Myte.

Twilight and friends were confused at first, but suddenly realized that it was the power of Harmony awakening within them again! "No! It can't be!" cried Chrysalis "Not again!"

Twilight was suddenly beginning to understand why she didn't get it to work before. She and all her friends had to control it together, because they were friends who understood how the elements worked effectively, and now that the power had returned… Twilight and friends concentrated their powers, and each stood around Grand Celestial Ruler, firing beams of magic into it, and The Ruler suddenly felt all its strength returning, and it shot straight upright again. _"I have returned to full strength." _it said _"Now to finish this for good!"_

It aimed its staff at the team, and they all began to glow mystically. "What's this…?" asked Buddy Rose.

"I've never felt anything like it before." added Artie.

"This mystical light,  
It's giving me great might!" said Rhymey.

The twins and Starla felt strong too, and The Ruler explained that he had now loaned a bit of its restored power to everyone, even Twilight and friends. Now everything was ready, except Lightning was still not free yet. "We can still try and help!" said Starla.

"Right…!" said Twilight "Everyone concentrate on Chrysalis's spell!"

Everyone stood in line, and concentrated all their magic at Chrysalis' spell in the sky. "No!" cried Chrysalis "I'll block you with everything I got!" but she soon found that her strongest power wasn't good enough to defeat Harmony combined with Starfleet's power and she was forced to suddenly retreat as her spell was shattered!

"They did it!" cried Lightning.

_"Which is more than you will!"_ snapped Fratello as he lunged forth ready for the kill, when suddenly, an explosion fire right through the hull of the Doom-Droid. "What's this?" snarled Fratello as he and Lightning looked at the large hole blown straight through the hull and there stood "Princess Cadence?"

Doom-Droid was still driven by negative energy and without Chrysalis' spell to support it, the positive energy from her love magic allowed her to bust right in. "Hurry! Your friends need you!" cried Cadence.

"Right…!" Lightning said as he left the giant robot and rejoined his friends. They are all overjoyed to see he was alright, especially Starla.

Fratello was outraged _"One pony or a million, I'll destroy you all!"_

"I wouldn't bet on it, Fratello!" snapped Lightning. "Princess…!" he then shouted, and Cadence saw this as her cue and she kicked Fratello hard through the hole sending him soaring across the fields and she quickly followed him. Once they were a safe distance away, "Everyone ready?" shouted Lightning as he began to charge up the uniforce for one really big attack, and the teams and The Ruler acknowledged. "FIRE…!" He and all his friends fired their power into The Ruler's staff, and The Ruler sent the biggest blast ever towards Doom-Droid destroying it in a massive explosion.

With Doom-Droid gone and Chrysalis' spell dissolved, the chaos storm ceased and the sky was only filled with regular rain clouds now, and with the destruction of Doom-Droid, all the remaining robots shorted out and fell to bits. Grand Celestial Ruler even changed back into Grand Ruler and Queen Celestia.

"We did it!" Lightning cried, and everyone cheered for joy, but they soon stopped, when Shining Armor and Luna came asking where Cadence was.

…

Cadence had followed her brother all the way to the edge of the meadow. She found him lying flat on the ground. His armor was all scratched, his cape was tattered, and he was sparking a little bit, but he managed to struggle to his feet. _"C- Ca- Cadence…!" _he cried.

"Fratello…?"

Her brother's helmet was broken off exposing his bruised, but still normal face to her for the first time in ages. He smiled at her weakly _"You… you did it. Now quick… finish me!"_

"What…? No! I won't!" I cried Cadence "There must be another way."

_"There isn't. I cannot be helped. Hurry, before it's too late."_ cried Fratello, and suddenly he began to yell out in pain as he felt the robot's programing trying to take him over again. _"All your little stunt has done is buy them time!"_ he snarled as he raised his other arm and prepared to blast Cadance _"I'll build more robots and be back to strike agian, but you won't be, Cadanza!"_

But the Fratello still managed to hang on, just barely, and did all he could to hold the robot back. _"Cadance!" _he shouted _"Hurry! Destroy me! I can't hold him off much longer!"_

"Brother, No!" cried Cadence. Tears were starting to form in her eyes and she began to have flashbacks of all the loving wonderful times she had with her brother before he was taken away trying to protect her. "I can't… I won't!"

_"You must!"_

_"I will destroy you!"_ shouted the Robot.

Cadence was still finding it so difficult to do as her brother said, but of course there was no other way, and if she didn't he'd destroy her and then escape to create more robotic monstrosities and everything would start all over again.

_"SISTER… PLEASE!" _His blast was ready to fire. Cadance then shut her eyes tightly and screamed!

BANG!

A big shot was fired as a thunderous bolt of lightning shook the skies followed by a loud roar of thunder. Cadance and Fratello were just standing at opposite distant ends from one another. Neither of them moving, or making a sound. Who did it? Who was hit?

Suddenly, Cadance gasoed hard fell to her knees. Her crown had fallen off and landed alongside of her. She was clutching her aching chest trying to catch her breath, while her brother gazed across at her and was smiling at her. _"Thank… You…!" _he as he fell over backwards. Cadance had fired a large blast of energy that blew a large hole right through him. His body was flaring and sparking as his systems malfunctioned and blew up. He fell backwards hard and his body went up in a massive explosion, and he was really gone!

Shining Armor saw her. "This way!" he signaled to the rest of the gang, and it didn't take much to realize what had happened. "She did it." cried Spike "She really did!" added Twilight.

Shining Armor, Celestia and Grand Ruler approached CadAnce as she just sat there watching the blasted remaing bits of scrap-metal and debris of her brother's robotic body burning in the flames from the explosion. None of them were even upset that she had disobeyed them and left the palace. She saved them all and helped put an end to the robot empire for good.

Still! Celestia was heartbroken. Her nephew was really dead, but she knew she had to be strong. There was nothing that could've been done. Grand Ruler held his wife close. He, too, felt just as bad. Now he would never truly get to know his nephew.

The others felt very bad, but they had to get a hold of themselves now. They still had one final thing to do. It was time to settle the score once and for all. "Let's do it!" Lightning said

"For Fratello!" added Twilight. The royal ones agreed, and even Cadance got up. "For my brother!" she said bravely!

…

Chrysalis angrily marched through stormy and damaged meadow, and the seventeen ponies, with Krysta and Spike sitting what was sure to big a huge fight out, met her! "You might as well give up!" shouted Celestia. Grand Ruler stepped forth "We're Starfleet!"

Twilight stepped out in front of her friends "We're Friendship is Magic!"

Lightning stepped at the front of the whole gang "And you're under arrest, Chrysalis! You've got no one left to fight for you."

Chrysalis angrily pulled out two energy blades and shouted. "I DON'T NEED ANYONE! I'LL DESTROY YOU MYSELF!"

"CHARGE…!" Grand Ruler shouted as everyone began to rush towards Chrysalis. Angrily, Chrysalis fired several blasts, but her enemies evaded each one and kept on moving towards her. Clutching her blades tightly, Chrysalis leapt up high, and Celestia leapt up and straight for her with her horn glowing ready to strike. The two soared closer and closer towards one another, but Chrysalis managed to strike Celestia and sent her crashing down hard… just like before at Cadence's wedding. She even lost her crown again, just like the first time she faced Chrysalis, and just lay there ont he ground all weak and hurt!

Now Chrysalis went after all the others at once- swinging her blades. Evading and parrying every one of their attacks. She kicked Pinkie in the stomach guard, sending her crashing into Dyno and Myte, and knocking them away easily.

Artie tried to combat Chrysalis with his staff, but she knocked it put of his hands, slashed at him twice, and threw him hard into air colliding him into Rainbow. The two came crashing back down and hit the ground hard.

No matter how hard the team tried, Chrysalis' seemed to really have the upper hand. Rarity and Twilight tried to blast her, but Chrysalis flicked the shots back with her cape and blasted them herself, really hurting them.

Buddy Rose and Applejack tried to lasso her, but she managed to grab the whip and the rope, yank them towards her, and punch them both really hard. Fluttershy and Rhymey went after her, but she dodged them both and slashed hard at Fluttershy sending her slamming into Rhymey.

Spike and Krysta watched helplessly as their friends were falling faster than ever. "They can't last much longer!" cried Spike.

"No! They can do it! I know they cane!" snapped Krysta.

Chrysalis turned and saw the last of the fighters charging at her at once. "CHRYSALIS!" shouted Lightning. Chrysalis angrily fired a huge blast, and shot most of the fighters down hard- all of them injured and twitching on the ground. Only Lightning managed to get to his feet and he was the only one left standing now. "That's it! I HAVE HAD ENOUGH…!" he shouted. His golden horn gave off the brightest glow ever, and his entire body glowed in golden flames! His entire body was charged up with the power of the uniforce which gave him extra strength, speed, a huge increase of power.

Chrysalis roared angrily, as her body glowed n dark flames! The two furious fighters charged at one another, meeting in a struggle, but Lightning managed to knock away the swords, and attack Chrysalis hard and strong, badly damaging her. Finally, he was ready for one colossal assault, and so was Chrysalis, they both charged at each other roaring like gladiators and collided into one another, causing the biggest and deadliest of explosions, that shook the ground, everyone covered their eyes.

_"...LIGHTING!" _everyone screamed

The dust form the explosion cleared, and Lightning was still alive, but he looked in pretty bad shape. His armor was all damaged and banged up, half of his visor was broken off, and the other lense was shattered. He was covered in ashes and scorch marks and was bruised and scraped.

Twilight tried to get up, but she collapsed hard again. "UGH…! UHN…!"

Everyone was all badly banged up and sore and struggling just to try and get up again. Even Chrysalis was in a mess. She was no longer in her evil humanoid form, and was back to her normal shape. She was badly bruised, her hair was tangled and her face was badly scrapped and bleeding along with her arms and legs. She roared very loudly in rage and pain!

Grand Ruler, still weak and sore managed to struggle to his feet and stare her down.

"I've waited for this… for a long… long time!" Chrysalis sneered in her raspy, weak voice.

"My solemn oath…" Grand Ruler said "...Is to protect this universe from all evil, despicable creatures like you. AND I PROMISE YOU… I'LL SEE YOU PAY FOR YOUR CRIMES YET!"

Trying to catch her breath, Chrysalis sneered "Don't… make promises you can't keep!"

They both gazed around at the fallen fighters, not to mention all the destruction that the battle and storm had caused. "You want me? Then come and get me!" growled Chrysalis.

Grand Ruler gritted his teeth, and began to inch towards her, but Chrysalis blasted him off his feet. "Celesto!" shrieked Celestia. Her husband was okay, but Chrysalis, in her weakened state, managed to run off.

"No…!" cried Lightning.

"We've got… to go… after her!" cried Twilight

Everyone agreed, and managed to get to their feet, and they all spread out- limping and struggling with their injuries. Chrysalis couldn't have gone very far for a creature in her condition, but it wasn't easy to find her.

Finally she was chased to a cavern, where the war first began. "Chrysalis…!" shouted a voice. Chrysalis turned and saw Starla. Starla then fired her last arrow at Chrysalis knocking her into a hard wall.

She retreated to the entrance of the cave only to find she was completely surrounded. "End of the line for you!" snarled Applejack.

"Make it easier and just give up already!" growled Buddy Rose.

Chrysalis groveled angrily. "I'll never give in! You may have one this, but I'll gather my strength and I will strike again!"

"What for?" snarled Shining Armor "It's bad enough you fed of the emotions of other creatures, but you always destroyed the planet you hoped to conquer."

Chrysalis gasped, and she realized he was right. Just one look at the bad shape the planet was in made her realize that perhaps she had gone too far even for her own limits, but still she didn't feel like surrendering. "I need to stay alive!" she thundered "You all couldn't possibly know what it's like having to be a wretched creature who scraps for sustenance on emotions. I need to feed, and I need to live!"

"But you don't need to destroy!" growled Lightning. "Can't you see that all you're doing is causing more problems for yourself as well as us?"

"Huh?" remarked Chrysalis, and one by one each of the ponies explained how it was understandable that Chrysalis needed to feed to survive, it surely did have to be by so much anger, misery, and chaos. They only captured her changelings, and didn't destroy them because they believed there were other ways for them to exist and be nourished without having to be so evil and destructive.

"You would show mercy to dark, wretched beings like me and my changelings… after all that we have done?" snarled Chrysalis "You are indeed very unusual creatures."

"Maybe it's because we're not like you." Celestia said "We all have our needs and desires, but we all know there are better ways to obtain them."

Her husband nodded "Think of it, Chrysalis? Would really want to continue on this path, and instead of obtaining what you desire you only are awarded with the exact opposite, and are forced to the point where you may perish form lack of nourishment because of your foolish ways?"

Chrysalis was starting to feel strange inside. Things she had never felt before- Shame, guilt, and most importantly, the realization that the others were right. What good was there gaining the energy she needed when all her actions did was create more difficulty for herself.

"Please, Chrysalis…" Twilight said "Let's end this suffering… for all of us, and you."

Chrysalis hesitated a moment, and then realized that maybe it was possible for her to exist without bringing more misery, she agreed to try, but there would be no promises, and she knew to start. She stood tall and proud and proclaimed "I'm ready… to pay for everything I've done."

As much as it was difficult for the others to believe, they knew Chrysalis meant those words as she got down on her bottom in a surrendering pose bowing her head.

Celestia and Grand Ruler nodded at one another and stepped forth. They held their hands together and cast Chrysalis into red sphere of liquid instead of a blue one. She had finally been captured, and was soon placed in the prison caverns where she'd soon be sent to a high security prison on one of the other planets.

The war was finally over!


	28. Epilouge: Time to Party

**EPILOUGE**

With the war over, all the creatures came back to United Equestria, and everyone helped to repair everything. After a couple of weeks, all the damages were repaired, all the buildings were restored, and life returned to normal.

What was more now that Shadoes was completely empty, Grand Ruler and the Queen sent parties there to fix it up and cleanse it of all the darkness leftover. Soon the planet was made into a vacationing paradise world, and it was renamed Planet-RLX. Soon it would be fully open for business and travelers could vacation there.

A small memorial was also held for the memory of Prince Fratello. Cadence requested it and she was right. It was agreed that Fratello was truly a monster, and in the end he saved everyone. He defeated the very first robot attack when Equestria was still around, and only recently helped protect everyone from them again. We're it not for his holding back they never would have triumphed over the robots. So in a great way, he died a hero, and not an enemy.

Still, Cadence really wished they could have saved him, and she spent some time in her room weeping for the loss of her brother. Her friends and family constantly checked on her. It really did her good to finally let our all her tears and emotion, and eventually she found the strength to join the celebration that was being held in honor of the ultimate victory and end of the war.

The royal ones handed out medals and awards to Twilight, Lightning, and all their friends for their acts of extreme bravery and assistance in the war. Twilight and friends were also awarded ribbons for fully discovering the true power of the power of harmony that rested in them.

Even Cadence was honored an award for her bravery and actions in the final battle, which officially meant her house-arrest was over.

Lightning and Twilight were especially honored as being fine leaders of their respective teams.

Now there was nothing left to do but celebrate. A great party was held in New Canterlot, all over the village- games, dances, songs, and plenty of food and fun for everyone. There was even a good portion of the party allowed to go on inside the palace so that Goldwin could attend.

Everyone was still working on how to stabilize the spell on his mask so he could permanently be alive and would one day be allowed to leave the palace like a normal pony, and now that the war was over everyone would have all the time in the world to find the answer. Goldwin, though sad he still couldn't leave the palace, was happy that he had lots of friends, more than ever, and he knew that someday his dream would come true.

For now, this was not a time to be sad.

Easily a lot of the creatures enjoyed the songs…

A large stage was at the edge of the fields with some of the Wonderbolts, who were skilled at playing music, and anyone was permitted to come and do a song for everyone, maybe even a wild dance or too.

Pinkie Pie sure enjoyed singing songs of happiness.

The Cutie Mark Crusaders even sang a few songs of their own.

However, Lightning, Twilight, and their friends wanted to sing a very special song they had all been saving and working on. Lightning and Twilight were the main singers, and everyone else would do their part. It was a message to share to everyone that they would always be there to look out for them, and a warning to evil races that would dare try and oppose them.

"Are we ready…?" Lightning shouted "ARE WE READY…?"

The crowds all cheered, and held up their limbs, wings or whatever it was, and the rock music began to play, as the lights on the stage began to flicker around as some ponies released fog onto the stage to give it more of a wild scene, Dyno and Myte even signaled their team of workers to ignite the fireworks they had built to play during the song.

Finally the music began to play wildly, and Lightning began to sing…

_Send the message out across the sky  
__Evil forces are starting to fly  
W__ho will come and save us now  
__Who can defend form their power_

_STAR FLEET!  
_**_(Star Fleet)_**

_STAR FLEET!  
_**_(Star Fleet)_**

_Tell the creatures there's nothing to fear  
__The Star Fleet legion have arrived here  
__Always daring and courageous  
O__o-Ooh! Only they can save us!_

_STAR FLEET!  
_**_(Star Fleet)  
_**_  
STAR FLEET!  
_**_(Star Fleet)_**

A very long musical number followed as the Wonder Bolts played the song on their instruments. The lights and fireworks illuminated the whole village, and the teams began to dance wildly on stage. The crowds cheered more and more and got louder and louder.

The song could even be heard from the palace where those who were partying there were dancing and cheering with such joy. Cadence sure seemed to be in high spirits again, and Luna never knew she could dance so well. "You're a natural, your highness." Goldwin complimented.

Celestia and Grand Ruler were enjoying everything. They even danced themselves too, but Celestia was trying to be careful, and when her husband asked why. "Celesto… I have the most wonderful news." she said and gently touched her stomach.

Grand Ruler's eyes shimmered like his golden horns. "Celestia…! Are you…? Are we?"

Celestia nodded excitedly, and then her husband raised her up high twilling her around in joy and glee- both of them laughing with happiness.

…

_Star Fleet!  
__Star Fleet!  
__Star Fleet!  
__Star Fleeeeeeeeeeeet…!_

Outside, everyone in the village was partying wildly with all the fun and excitement, and on stage, the teams were still dancing wildly, and Lightning and Starla even found a small moment to kiss in front of everyone. Starla even perked her leg up. This really wooed the crowd and their friends.

Once they separated, they all began to sing the final verse, and everyone in the entire village joined with them.

_Tell the creatures there's nothing to fear  
__The Star Fleet legion have arrived here  
__Always daring and courageous  
O__nly they- Only they can save us!_

"Come on now… Everybody!" shouted Lightning.

_STAR FLEET!  
_**_(Star Fleet)  
_**_  
STAR FLEET!  
_**_(Star Fleet)_**

As the song came to a close Lightning told everyone to get ready for the big finish "Ready…? Three… Two… One…!"

**_STAR FLEEEEEEEEEEEEET…!_**


End file.
